AK.MUNI. BOND BANK 2004 SERIES D
Alaska Municipal Bond Bank $1 3,925,000 General Obligation Bonds, 2004 Series D Dated: December 1,2004 Delivered: December 1,2004 TABLE OF CONTENTS BANK PROCEEDINGS 1 Certificate of
Lieutenant Governor as to Legislation with Respect to the Bank and as to Appointment of Members of the Bank Board of Directors 2. General Certificate of the Bank 3. Certified Copy of
Minutes of the Meeting of the Bank Board of Directors Held on November 3,2004 Showing Adoption of the Series Resolution 2004-10Authorizing the Issuance of General Obligation Bonds, 2004
Series D 4. Certified Copies of: a. General Bond Resolution b. 2004-10 Series D Resolution c. Preliminary Official Statement d. Official Statement e. Loan Agreement with the City of
Adak f. Loan Agreement with the Kodiak Island Borough 5. Proof of Publication of Summary Notice of Sale MUNICIPALITY PROCEEDINGS 6. City of Adak a. Certified Copy of Resolution No. 2004-16
b. Certified Copy of Resolution No. 2004-19 c. Certificate as to Arbitrage d. Certificate of Delivery and Payment and Receipt of Bonds e. Signature Identification and No Litigation Certificate
f. No Litigation Opinion of City Attorney g. Continuing Disclosure Certificate h. Certificate of City Manager Relating to the Official Statement I. Specimen Bond j. Final Approving Opinion
of Wohlforth, Vassar, Johnson & Brecht k. Supplemental Opinion of Wohlforth, Vassar, Johnson & Brect Concerning Information in the Official Statement Ik. IRS Form 8038-G Kodiak Island
Borough Certified Copy of Ordinance No. FY 2005-08 Certificate as to Arbitrage and Tax Compliance Certificate of Delivery and Payment and Receipt of Purchaser Signature Certificate No
Litigation Opinion of Borough Attorney Continuing Disclosure Certificate Certificate of Borough Manager Specimen Bond Final Approving Opinion of Birch, Horton, Bittner, & Cherot Supplemental
Opinion of Birch, Horton, Bittner & Cherot Concerning Information in the Official Statement IRS Form 8038-G CLOSING DOCUMENTS 8. Certificate of Executive Director Awarding the 2004 Series
D Bonds to Wells Fargo Brokerage Services, LLC and Establishing the Interest Rates and and Other Details of the Bonds 9. Written Order to Trustee as to Delivery of the Bonds under Section
202(2) of the General Bond Resolution AMBWGeneral Obligation Bonds, 2004 Series D Table of Contents I:lDoc113742169211o~~pd Page 2
Requisition and Certificate Number 108 and 109 of the Alaska Municipal Bond Bank Under Section 502(2) of the General Resolution of the Bank Certificate as to Signatures, Execution of
Bonds and Specimen Bonds Evidence of Trustee's Authority to Accept Trust and Trustee's Officers' Authority to Act Trustee's Certificate of Authentication and Receipt of Documents and
Funds Certificate of Executive Director as to Delivery and Payment for the Bonds and Underwriter's Receipt of the Bonds Certificate of Executive Director Concerning Litigation and Official
Statement Continuing Disclosure Certificate Certificate as to Arbitrage Underwriter Representations Irrevocable Consent of Initial Purchaser Copy of XL's Insurance Policy XL Bond Insurer
Certificate lob-5 Certificate of XL Opinions: a. Final Approving Opinion of Wohlforth, Vassar, Johnson & Brecht b. Supplemental Opinion of Wohlforth, Vassar, Johnson & Brecht c. Reliance
Opinion of Wohlforth, Vassar, Johnson & Brecht d. Attorney General's Certificate of No Litigation e. Opinion of General Counsel to XL Rating Agency Letters DTC Letter of Representations
IRS Form 8038-G and Proof of Mailing AMBB/General Obligation Bonds, 2004 Series D Table of Contents I:iDocal374216Q211oc.~~pd Page 3
Transcripts Delivered Followinq Closinci To: Alaska Municipal Bond Bank Wohlforth, Vassar, Johnson & Brecht J.P. Morgan Trust Company, National Association Western Financial Group City
of Adak Kodiak Island Borough Birch Horton Bittner & Cherot Wells Fargo Brokerage Services, LLC (Purchaser) XL Capital Assurance Inc. (3) AMBBlGeneral Obligation Bonds, 2004 Series D
Table of Contents 1 iDoc1U7421692Uoc iupd Page 4
STATE OF ALASKA L I E W A N T GOVERNOR JUNEhU CERTIFICATE I, LOREN LEMAN, LIEUTENANT GOVERNOR FOR THE STATE OF ALASKA, HEREBY CERTIFY THAT: 1. Each of the following persons was appointed
by the Governor of the State of Alaska as a member ofthe Board of Directors of the Alaska Municipal Bond Bank Authority on the date shown opposite his or her name below, and is qualified
in accordance with the provisions of AS 44.85 (fonnerly AS 44.58) for a term of office commencing on the date set forth below and continuing as of the date of this certificate: Date
of Date of Name Apoointment Reamointment Expiration Sharon Kelly 07120195 0711 8/02 07115106 R. Desmond Mayo 0911 5/99 07129103 07115107 Mark E. Pfeffer 10/10/01 0711 5105 I. William
A. Corbus was duly appointed Commissioner of the Department of Revenue, State of Alaska, on December 9,2002, and pursuant to Chapter 85, Title 44, Alaska Statutes (the "Act"), is a duly
named, qualified and acting member of the Board of Directors of the Balk. Tom Boutin has been duly appointed as designee in Mr. Corbus' absence. 2. Edgar Blatchford was duly appointed
Commissioner of the Department of Community and Economic Development, State of Alaska, on January 21,2003, and pursuant to the Act, is a duly named, qualified and acting member of the
Board of Directors of the Bank. Grcg Winegar has been duly appointed as designee in Mr. Blatchford's absence. 1, LOREN LEMAN, LIEUTENANT GOVERNOR FOR THE STATE OF ALASKA, ALSO HEREBY
CEKTI1:Y THAT Alaska Statutes 44.85.005-44.85-420 are published by the Alaska Legislative Council and annotated and printed by LexisNexis (Uie "Alaska Municipal Bond Bank Authority Statutes
"); that the current version of the Alaska Municipal Bond Bank Authority Statutes is in Volume 9 of die November 2002 publication of the Alaska Statutes; and that the Alaska Municipal
Bond Bank Authority Statutes have not been repealed and, with the exception of Senate Bill 51 (Rules), which upon enactment became Chapter 3 Session Laws of Alaska 2003. there have been
no aniendnients. IN TESTIMONY WHEREOF. 1 have hercunto set my hand and affued herelo the Seal of the Stnte of ALaska, at Juneau, the Capital, hi^ ... . J% ...............d.a y of ...P
.ecemher. ............ &&,4L LIEVTENANT GOVERNOR
GENERAL CERTIFICATE I, DEVEN J. MITCHELL, Executive Directorofthe Alaska Municipal Bond Bank (the "Bank"), HEREBY CERTIFY as follows: 1. I am the duly appointed, qualified and acting
Executive Director of the Bank authorized to do and perform all things and execute all documents in the name of the Bank necessary and convenient to the issuance of the Bank's $13,925,000
General Obligation Bonds, 2004 Series D (the "Bonds"). 2. William A. Corbus was duly appointed Commissioner of the Department of Revenue, State of Alaska, on December 9, 2002, and pursuant
to Chapter 85, Title 44, Alaska Statutes (the "Act"), is a duly named, qualified and acting member of the Board of Directors of the Bank. Tom Boutin has been duly appointed as designee
in Mr. Corbus's absence. 3. Edgar Blatchford was duly appointed Commissioner of the Department of Community and Economic Development, State of Alaska, on January 21, 2003, and pursuant
to the Act, is a duly named, qualified and acting memberofthe Board of Directors of the Bank. Greg Winegar has been duly appointed as designee in Mr. Blatchford's absence. 4. The following
named persons were duly appointed by the Governor of the State of Alaska as members of the Board of Directors of the Bank pursuant to the Act and are now, and at all times since the
commencement of their most recent terms of office set forth below have been, duly qualified and acting members of said Board, and the date of commencement and expiration of their most
recent respective terms of office are as set forth below: Date of Expiration Name A~~ointment Reamointed of Term Sharon P. Kelly 07/20/95 0711 8/02 0711 5/06 R. Desmond Mayo 0911 5/99
07/29/03 0711 5/07 Mark E. Pfeffer 1011 0101 0711 5/05 5. All the members and officers of the Bank have executed and do maintain in force surety bonds in compliance with the provisions
of AS 44.85 and, before entering their duties. have subscribed to an oath in accordance with AS 44.85.030.
6. The outstanding indebtedness of the Bank under the Bank's 1976 General Obligation Bond Resolution as of December 1, 2004 consists of: Amount Series Outstanding(') 1993 Series A 595,000
1995 Series A 3,315,000 1995 Series B 70,000 1995 Series C 1,090,000 1995 Series D 1,345,000 1996 Series A 1 ,I 90,000 1996 Series B 895,000 1997 Series A 565,000 1997 Series B 8,580,000
1998 Series A 6,500,000 1998 Series B 2,275,000 1999 Series A 10,695,000 2000 Series A 7,780,000 2000 Series B 9,280,000 2000 Series C 19,740,000 2000 Series D 1,640,000 2000 Series
E 12,430,000 2000 Series F 91 5,000 2001 Series A 14,840,000 2001 Series B 3,480,000 2002 Series A 13,595,000 2002 Series B 11,055,000 2003 Series A 8,745,000 2003 Series B 3,020,000
2003 Series C 7,535,000 2003 Series D 14,520,000 2003 Series E 31,125,000 2003 Series F 1,690,000 2003 Series G 24,110,000 2004 Series A 19,190,000 2004 Series B 17,335,000 2004 Series
C 14,575,000 2004 Series 0'') 13.925.000 TOTAL $287,640.000 (1) The amount outstanding does not include bonds that have been refunded or defeased. (2) Includes the 2004 Series 0 Bonds.
AMBBiGeneral Obligation Bonds, 2004 Series D General Certificate I:iDoa\37421692gencenn~ Page 2
7. The Act, as in effect on May 27,1976 and subsequent to its amendment by Chapter56, SLA 1976; Chapter48, SLA 1978; Chapter 143, SLA 1978; Chapter23, SLA 1980; Chapter 106, SLA 1980;
Chapter 86, SLA 1983; Chapter 110, SLA 1984; Chapter 74, SLA 1985; Chapter 106, SLA 1986; Chapter 85, SLA 1988; Chapter 118, SLA 1988; Chapter 85, SLA 1989; Chapter 1 15, SLA 1989; Chapter
168, SLA 1990; Chapter97, SLA 1992; Chapter 78, SLA 1993; Chapter21, SLA 1995; Chapter 33, SLA 1999; Chapter 58, SLA 1999; Chapter 113, SLA 2000; Chapter22, SLA 2001; Chapter 3, SLA
2003; and as renumbered in 1980 as Chapter 85, Title 44 of the Alaska Statutes; has not subsequently been amended, supplemented, or modified but remains in full force and effect as amended.
8. No authority or proceedings for the authorization, execution, issuance or deliveryof the Bonds has or have been repealed, rescinded or revoked and no further approval or consents
from any other government body or agency are required in connection therewith. 9. Attached as Exhibit A hereto is a true, complete and correct copy of the Administrative Regulations
of the Bank amended to the date hereof and now in effect. 10. Attached as Exhibit B hereto is a true, complete and correct copy of the bylaws of the Bank as amended to the date hereof
and now in effect. 11. Attached as Exhibit C hereto is a true, correct and complete copy of the notice of the meeting of the Bank of November 3,2004, as published in the Anchoraae Daily
News on October 29, 2004 and posted on the State of Alaska website "Online Public Notices" on October 27, 2004. IN WITNESS WHEREOF, I have hereunto set my hand and impressed the seal
of the Bank this 1st day of December 2004. ~decutiveD irector [ S E A L ] AMBBIGeneral Obligation Bonds, 2004 Series D General Certificate I:!DocsU7421692igencennn~d Page 3
EXHIBIT A CHAPTER 144 MUNICIPAL BOND BANK AUTHORITY 15 AAC 144.010 SCOPE OF REGULATIONS. This chapter applies to all applications by a municipality for a loan from the Alaska Municipal
Bond Bank Authority through the purchase by the authority of municipal bonds of the nlunicipality under AS 44.85. History -Eff. 4/1/76, Register 58; am 10119194, Register 132 Authority
-15 AAC 144.020 ELIGIBILITY, (a) The authority will, in its discretion, approve a loan to a ~nunicipalityo nly if the loan meets the following criteria: (1) the authority determines
the nlunicipality to be creditworthy after evaluating the municipality's loan application and any other information the authority considers relevant; and (2) the authority detemlines,
on the basis of the completed application and other information, that the municipality would have to pay unnecessarily high borrowing costs in an offering of its municipal bonds to investors
because of one or more of the following factors: (A) the municipality has not issued municipal bonds or the municipality has little outstanding debt; (B) investors are unfamiliar with
the municipality because it has been newly incorporated or has experienced recent rapid growth;
(C) the distance of the state from capital markets makes the municipality's bonds less attractive than bonds of a comparable municipality elsewhere in the United States; or (D) investors
consider the municipality's bonds to have an element of risk because of apprehension of possible temporary economic dislocation due to the loss or prospective loss of a major employer
in the municipality. (b) The authority will, in its discretion, approve a loan not eligible under (a) of this section if the authority determines that the loan will improve the marketability
of authority bonds issued to make loans under (a) of this section. History -Eff. 4/1/76, Register 58; am 10/19/94, Register 132 Authority -15 AAC 144.030 PREFERREDPURPOSES The authority
will consider the following capital improvements, listed in order of preference, as preferred purposes for loans to municipalities: (I) school facilities; (2) waste water treatment facilities;
(3) fire protection and public safety facilities; (4) deleted; (5) public health facilities; (6) public transportation facilities; (7) other capital improvements.
History -Eff. 4/1/76, Register 58; am 10/19/94, Register 132 Authority -Editor's Notes -Effective Register 132, Janua~y1 994, the regulations attorney consolidated 15 AAC 144.030 (4)
in 15 AAC 144.030 (3) to conforni to AS 44.85.180(d). 15 AAC 144.030 (4) was deleted to reflect that change. 15 AAC 144.040 APPLICATION. Each application by a municipality for a loan
from the authority shall be in a form approved by the authority, and must include: (1) evidence of the municipality's eligibility under 15 AAC 144.020 ; (2) a coniplete description of
the purposes of the loan; (3) unless waived by the authority based upon a finding that a substantially reliable financial statement has been prepared, a financial statement certified
by an independent certified public accountant for the last fiscal year of the municipality; (4) identification of the amount and sources of all financing required to complete the project;
and (5) any additional infonnation or documentation requested by the executive director to detennine the municipality's eligibility under this chapter or AS 44.85. History -Eff. 4/1/76,
Register 58; am 10119194, Register 132 Authority -
15 AAC 144.050 ACCEPTANCE OF COMPLETED APPLICATIONS. When the information required by 15 AAC 144.040 is received by the executive director, the application is completed. The completed
application will be evaluated by the executive director to determine whether the eligibility criteria set out in 15 AAC 144.020 have been met. History -Eff. 4/1/76, Register 58; am 10/19/94,
Register 132 Authority -15 AAC 144.060 BOARD REVIEW (a) The completed application along with the recon~n~endatioonf the executive director and any other relevant information shall be
transmitted to the board of directors for its review. (b) The board will, in its discretion, request that the executive director obtain additional inforination and postpone immediate
action on the application. (c) The authority will approve a loan application for a project whose conlpletion requires financing in addition to the loan from the authority, only upon
the condition that before the authority issues bonds or disburses funds for the loan, the municipality den~onstratest o the authority's satisfaction that all financing required to conlplete
the project has been coinniitted. (d) The authority may not approve a loan application from a municipality with an obligation in default unless (1) the municipality has undertaken to
cure the default in a manner approved by all parties to the obligation; and
(2) the authority finds that approval of the loan application will not have an adverse effect on the authority's credit rating. (e) If the board approves an application, the board will
instruct the executive director to enter into a loan agreement to purchase the municipal bonds of the n~unicipalitya t the time or times the authority is able to sell its own bonds in
amounts, at rates of interest, and on other terns and conditions that would enable the authority to purchase the n~unicipabl onds. The loan agreement must require, as a condition of
closing the loan, evidence satisfactory to the authority that the municipality has authorized the borrowing. History -Eff. 4/1/76, Register 58; am 10119194, Register 132 Authority -15
AAC 144.070 EFFECT OF LETTER OF COMMITMENT Repealed or Renun~bered Repealed. History -Eff. 4/1/76, Register 58; repealed 10/19/94, Register 132 15 AAC 144.075 METHOD OF BOND SALE. The
board of directors of the authority shall detem~ineth e method of sale for each bond issue. In its report on each loan application, the authority's financial advisor shall recommend,
based on the factors set out in (1) -(7) of this section, the method by which the authority should sell bonds to finance the loan. The authority will sell bonds at conlpetitive sale
unless the board determines that a negotiated sale is in the interest of the authority and the borrowing municipalities. In detemlining the method of sale, the board shall consider the
following factors:
(1) size of the authority's bond issue; (2) schedule for issuance of the autllority's bonds; (3) market conditions, iiicluding interest rate volatility; (4) market familiarity with bond
structure; (5) whether the issue is a new money or a refunding issue; (6) expected credit rating of the issue; and (7) preference of a borrowing municipality for a particular method
of sale, and the municipality's reasons for that preference, as stated in its loan application. History -Eff. 10119194, Register 132 Authority -15 AAC 144.080 CONDITIONS. (a) A niunicipality
that submits a loan application shall make its books and records available for inspection by the authority or its agents upon the receipt of a reasonable request to inspect them. (b)
The authority will, in its discretion, request that the municipality pay in advance for the direct cost of evaluatin-. ~it s a.p .p lication and 110 application will be considered until
the requested payment has been made (c) The authority will, in its discretion, require that the applicant agree that in the event of a postponement of the date of purchase of municipal
bonds, the applicant will hold the authority harmless from any liability arising out of reliance by the applicant or any third party upon approval of the loan application. (d) The authority
will, in its discretion, require that the loan agreement to be
entered into provide tenns, conditions and limitations with respect to the amount of bonds that the municipality may issue after execution of the agreement, the pledging of municipal
revenues to the municipal bonds purchased by the authority, and otherwise as in the opinion of the authority are proper for the purposes and security of the authority and the holders
of its bonds and notes. History -Eff. 4/1/76, Register 58; am 10119/94, Register 132 Authority -15 AAC 144.090 DEFINITIONS. In this chapter (1) "authority" means the Alaska Municipal
Bond Bank Authority created by AS 44.85; (2) "executive director" means the executive secretary for the authority appointed under AS 44.85.070 ; (3) "creditworthy" means that, in the
opinion of the authority, the current financial position of a municipality is such that the lnunicipality will be able to service its authorized and outstanding nlunicipal bonds without
expectation of subsidy from state money not currently available under state law and without imposing financial burdens upon its residents that would create the expectation that its ability
to service its municipal bonds in the future will be impaired, and that there is no other reason to expect that in the future the municipality will not be able to meet its debt service
obligations as they become due; (4) "municipal bond" means municipal bond as that tern1 is defined in AS 44.85.410 ; (5) "facilities" means capital improven~entsi,n cluding both real
and personal property.
History -Eff. 4/1/76, Register 58; am 10/19/94, Register 132 Authority -AS 44.85.010 AS 44.85.080 AS 44.85.095 AS 44.85.410
EXHIBIT B Adopted April 22, 1976 As Amended through May 20,1998 ALASKA MUNICIPAL BOND BANK AUTHORITY BY-LAWS ARTICLE I -DEFINITIONS Authority means the Alaska Municipal Bond Bank Authority.
Board means the Board of Directors of the Alaska Municipal Bond Bank Authority. Chairman means the Chairman of the Board of Directors of the Alaska Municipal Bond Bank Authority. Executive
Secretary means the Executive Secretary of the Alaska Municipal Bond Bank Authority. ARTICLE II -IDENTIFICATION AND OFFICES Section 1. The name of the Authority is Alaska Municipal Bond
Bank Authority (hereinafter called the "Authority"). Section 2. The seal of the Authority shall be circular in form and mounted upon a metal disk suitable for impressing the same upon
paper. The design of the seal shall be as set forth in Exhibit A to these bylaws. Section 3. The fiscal year of the Authority shall be the same as the fiscal year of the State of Alaska.
Section 4. Offices. The principal office of the Authority shall be located in the Municipality of Anchorage, Alaska or the City and Borough of Juneau, Alaska. The Authority may have
such other offices as the Board of Directors may designate or as the business of the Authority may require from time to time. ARTICLE 111 -BOARD OF DIRECTORS Section 1. The Board of
Directors shall manage the business affairs of the Authority. I:iDocS\37420001iRmeOdedByIa~~~WP5~wd Page 1
Section 2. Number of Directors, tenure and qualifications. The board shall consist of the following five directors: The Commissioner of Revenue, the Commissioner of Community & Regional
Affairs, who shall be Directors ex-officio with voting privileges, and three directors appointed by the governor. The appointment of each Director other than the Commissioner of Revenue
and the Commissioner of Communitv & Regional Affairs is subject to confirmation by the legislature. If otherwise authorized by law, in the absence of the Commissioner of Revenue or the
Commissioner of Community & Regional Affairs, their deputies or other authority to act in that capacity shall serve as members of the Board ex-officio. They must be residents of the
State and qualified voters at the time of appointment and shall comply with the requirements of AS 39.50. The Directors first appointed shall have terms of two, three, and four years
respectively. Each Director shall hold office for the terms of his appointment and until his successor has been appointed and qualified. A Director is eligible for reappointment. A vacancy
in the directorship occurring other than by expiration of term shall be filled in the same manner as the original but for the unexpired term only. Each Director before entering upon
his duties shall take and subscribe to an oath to perform the duties of his office faithfully, impartially and justly to the best of his ability. A record of the oath shall be filed
in the office of the governor. Section 3. Officers and quorum. During the first meeting occurring after July 15 of each year, the Directors shall elect one of their members as Chairman,
one of their members as Vice-chairman, and a secretary and a treasurer. The secretary and treasurer need not be directors, and the same person may be elected to serve as both secretary
and treasurer. Other offices may be established by resolution of the Board. An officer of the Authority serve until the first Board meeting occurring after the next July 15, or until
a successor has been elected and qualified, unless otherwise fixed by resolution of the Board. The powers of the Authority are vested in the Directors, and three Directors of the Authority
constitute a quorum. Action may be taken and motions and resolutions adopted by the Authority at any meeting by the affirmative vote of at least three directors. A vacancy in the directorship
of the Authority does not impair the right of a quorum to exercise all the powers and perform all the duties of the Authority. The Directors and the treasurer of the Authority shall
execute surety bonds in accordance with the provisions of AS 44.85.050. Section 4. Voting. Each member of the Board in attendance shall have the right to cast one vote on any question
voted upon during the course of a meeting. Only those members present may vote. No vote on a question of approving or denying an application for a loan shall be taken in a closed session.
Section 5. Manner of acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 6. All votes
shall be recorded in a manner which reflects how each director votes unless the Chair determines that any particular vote may be taken by unanimous 1:iDoal3742000~~iimnd~dB~aWI.WP5.d
Page 2
consent. By roll call vote, a majority of the members of the Authority may overrule a determination of the Chair under this Section. ARTICLE IV -MEETINGS Section 1. Meetings. The Board
shall hold meetings at a time and place to be established by the Chairperson of the Board. Section 2. Special meetings. Special meetings may be called upon request of the Chairman or
upon request of any two members of the Board. Notice of special meetings shall be given at least five days in advance of the date of the meeting. The notice shall be in writing and shall
contain the time and place of the meeting as well as the proposed agenda for the meeting. Section 3. Waiver of notice. The requirement of notice of a special meeting may be waived by
unanimous consent of the members of the Board. Each member's consent should be communicated to the Executive Secretary in writing before the start of the meeting or read into the minutes
at the start of the meeting by those members in attendance. Section 4. Publication of notice of meetings. Reasonable public notice shall be given for all meetings of the Authority as
provided by Alaska Statute 44.62.310(e). Section 5. Executive sessions. Executive sessions may be held in accordance with the procedures and with respect to the excepted subjects as
set forth, and in accordance with, AS 44.62.310. ARTICLE V -ORDER OF BUSINESS The order of business at a meeting of the Board shall be determined by the Chairman. ARTICLE VI -EXECUTIVE
SECRETARY The executive secretary shall be the principal operating officer of the Authority and subject to the control of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation. The executive secretary may also be elected secretary-treasurer. The secretary of the Board shall keep the minutes of the meeting
of the Board of Directors and retain custody of such other records as the Authority shall obtain. The treasurer shall have charge of the custody and be responsible for all funds and
securities of the corporation. The Executive Secretary may function under the title of Executive Director. 1.1ooc~\37i2ooori4mendea~y1aa~1.w~~.wa Page 3
ARTICLE VII -CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 1. Contracts. The Board may authorize the Executive Secretary to enter into any contract or execute and delivery any instrument
in the name and on behalf of the Authority, and his authority to do so may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the
Authority and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 3. Checks, drafts, etc. All checks, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Authority shall be signed by
the Executive Secretary or agents of the Authority. Section 4. Deposits. All funds of the Authority not otherwise employed shall be deposited from time to time to the credit of the corporation
in such financial institutions as the Board may select or invested as the Board may select. ARTICLE Vlll -AMENDMENTS These by-laws may be altered, or repealed and new by-laws adopted
by the Board at any regular or special meeting of the Board.
ARTICLE IX -PROCEDURES Section 1. Unless otherwise expressly provided in these bylaws, questions regarding internal procedures of the Authority shall be determined by ruling of the Chair
which may be overturned by a majority vote of the Board of Directors present at the meeting. Page 4
Anchorage Daily News Affidavit of Publication 1001 Nonhwsy Drive. Anchongc. AK 99508 oMER m !mm3 DTHER OTHER GRAND U o n T E EQ ACCOUNT PER CHARGES CHARGES= CHARGESk'3 CHARGES# CHARGES6
STATE OF ALASKA THIRD JUDICIAL DISTRICT Teresita Peralta, being first duly sworn on oath deposes and says that she is an advertising representative of the Anchorage Daily News, a daily
newspaper. That said newspaper has been approved by the Third Judicial Court, Anchorage, Alaska, and it now and has been published in the English language continually as a daily newspa
er in Anchorage, Alaska, and it is now and during all sailtime was -rinted $an office maintained at the aforesaid place of ~blicationo f said newspaper. That the annexed is a copy of
an advertisement as it was published in regular issues (and hot in suoolemental form) of said newsp. ap. er on the above dates and thit'such newspap& was regularly distributed to its
subscribers during all of said pmod. T h ~trh e full amount of the leeclwrged for the foregoing Dublication is not in excess of the rate char"ie d private indi;idu%. Signed .%///&?a/Subscribed
and sworn to me before this date: Notary Public in and for the State of Alaska. Third Division. Anchorage, Alaska The A105k0 M ~ n i ~ l p ~ l Bond Bonk Au?horlh will hAolalsdk oa moeeoot
irnlr0n eont tt hoef Revenue Treorurv Con. ference Room. 333 WII. I o w h b y Avenue 11th Floor, Juneau, ~la;k~, on November 3, 2004 ot 8:W 0 rn The me r t l n ~w ill In. clude but is
not limited lo lhd f o l l owl n ~o gcndo' Items: I K0dl.k lllond Borough 1 General Obllmtlon mnd E x e ~ ~ l i Dv IeIC Clor3 RePort The w b l l c Is invited to ottend. Indivlduolr who
mov need rwclal modifl. cations to oortlcipote Should C O l l 907-465-3678 (TTYlTDDl thiee days orlor to the meellno. AOA 0445-207 Publish: October 29, m
State o f Alaska Public Notice Page 1 of 1 Home Go Back Online Public Notice Statc 01 Alasha Public Notices Alaska Municipal Bond Bank Authority -Notice Of Meeting Submitted by: Eilen
Schuitd00ClDOR Date Submitted: 1012712004 09:39 AM Date Modified: Ak Admin Journal: [not printed] Attachments: No files attached Alaska Municipal Bond Bank Authority -Notice Of Meeting
Category: Agency Meetings Publish Date: 1012712004 Department: Revenue Location: Juneau Coastal District: NIA Body of Notice: The Alaska Municipal Bond Bank Authority will hold a meeting
at the Alaska Department of Revenue Treasury Conference Room, 333 Willoughby Avenue, 1 lth Floor, Juneau, Alaska. on November 3,2004 at 8:00 a.m. The meeting will include, but is not
limited to, the following agenda items: Kodiak Island Borough General Obligation Bond Application Resolution 2004-10 Authorizing General Obligation Bonds 2004 Series D Audit Reviewloperating
Budget Update Investment Manager Review Post Sale Summaries Executive Director's Report The public is invited to attend. Individuals who may need special modifications to participate
should call 907-465-3678 (TTYTTDD) three days prior to the meeting. Revision History: 10127/2004 09:39:30 AM by Ellen SchuitzlOOC/DOR/StatelAlaskaiUS $$Webclient [Anon] Home Page Notices
by: Department 1 Category /Publish Date
CERTIFICATE I, DEVEN J. MITCHELL, Executive Directorofthe Alaska Municipal Bond Bank (the "Bank"), HEREBY CERTIFY as follows: 1. The document attached is a true, complete, and correct
copy of the minutes of a meeting of the Board of Directors of the Bank duly called and held on November 3,2004. Notice of the meeting was duly given by publication in one newspaper of
statewide circulation, and posting on the State of Alaska website, as evidenced by Transcript Item 2, timely on the dates stated thereon. 2. The 2004 Series D Resolution referred to
in the aforesaid minutes have not been amended, superseded, or repealed, but is in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 1st
day of December 2004. qecutive Director AMBBlGeneral Obligation Bonds. 2004 Series D Certificate of Minutes I:\Docs\37421692\Cerl of Minutes #2.wpd
333 Willoughby Avenue, 11th floor P.O. Box 110405 Juneau, Alaska 99811-0405 Tel (907) 465-2388 FAX (907) 465-2902 E-mail: ambba@revenue.state.ak.us EXCERPT OF UNNOFICIAL MINUTES for
the BOARD OF DIRECTORS MEETING ALASKA MUNICIPAL BOND BANK AUTHORITY November 3,2004 I. CALL TO ORDER Mr. Desi Mayo, AMBBA Chair, called the meeting to order on Wednesday, November 3,
2004 at 8:05 a.m. Alaska time telephonically. 11. ROLLCALL Present Tom Boutin Desi Mayo Mark Pfeffer Sharon Kelly Greg Winegar A quorum was present OTHERS IN ATTENDANCE Chip Pierce,
Western Financial Group Deven Mitchell, AMBBA Executive Director Cindy Cartledge, Wohlforth, Vassar, Johnson & Brecht Tom Klinkner, Wohlforth, Vassar, Johnson & Brecht Bert Wagnon, Alaska
Permanent Capital Management Karl Short, Finance Director, Kodiak Island Borough John Moore, Investment Banker, RBC Dain Rauscher 111. PUBLIC MEETING NOTICE
AMBBA Minutes November 3,2004 Page 2 IV . v. VI. A copy of the publication from the Administrative Journal as well as Advertising Order and Affidavit of Publication from one newspaper
concerning the date, location, and purpose of the meeting plus an updated notice which was advertised in the Administrative Journal were reviewed for the record. APPROVAL OF AGENDA The
agenda was approved as presented. APPROVAL OF THE MINUTES Mr. Boutin moved the approval of the minutes of July 17,2004, August 12,2004 and September 22,2004 with minor clerical improvements.
Ms. Kelly seconded and the motion passed. GENERAL BUSINESS Kodiak Island Borough Loan application Mr. Mitchell described the application for a General Obligation Bond Loan totaling an
amount not to exceed $11,050,000. The loan proceeds will be used for various public purposes in the Borough. Some of the loan will be used for improvements and new construction at Kodiak
High School. The Borough will also use loan proceeds for the construction of a community swimming pool located in the City of Kodiak. The Borough's loan will be subject to reimbursement
from the State's school debt reimbursement program at a rate of 60%. Mr. Mitchell asked Mr. Pierce to outline his analysis of this loan for the Board. Mr. Pierce said that based on the
security offered by the Borough, Western Financial Group recommended approval of this loan. Mr. Pierce said this loan will make Kodiak Island Borough the fourth highest borrower in the
Bond Bank's general obligation program. The statement of no litigation was still outstanding at this point. Mr. Pfeffer moved to approve the application from the Kodiak Island Borough
and Ms. Kelly seconded. Mr. Mitchell called the roll and the motion passed unanimously. Karl Short promised to deliver the no litigation letter. Resolution 2004-10 Mr. Mitchell introduced
the resolution authorizing General Obligation Bonds 2004 Series D Bonds. Mr. Mitchell outlined this resolution for the Board which includes bonds for both Kodiak and the City of Adak
and and funds the Bond Bank's regular reserve in the cumulative amount of not to exceed $15,000,000. Combining this issue makes the
AMBBA Minutes November 3,2004 Page 3 transaction larger and more marketablelcost effective. Ms. Cartledge highlighted the resolution for the Board. Mr. Boutin moved approval of the AMBBA
Resolution 2004-10 and Ms Kelly seconded. Mr. Mitchell called the roll and the motion passed unanimously. GpLT#//[/D ven M tchell ~iecut iveD irector
EXECUTIVE DIRECTOR'S CERTIFICATE I, DEVEN J. MITCHELL, Executive Director of the Alaska Municipal Bond Bank (the "Bank"), HEREBY CERTIFY that attached hereto are true and correct copies
of the documents described below, and that except as stated below said documents have not been altered, amended or repealed, but are in full force and effect: a. A resolution entitled
"A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank Authority; Providing For The Issuance From Time To Time Of Said Bonds; Providing For The Payment
Of Principal Of And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof," adopted May 27, 1976, as amended to the date hereof. b. A resolution entitled, "A Series
Resolution Authorizing The Issuance Of General Obligation Bonds, 2004 Series D Of The Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters"
adopted by the Bank November3,2004 (the "Series D Resolution"). c. The Bank is not in default in the performance of any of the covenants, conditions, agreements or provisions contained
in the Series D Resolution. d The Preliminary Official Statement with respect to the $13,925,000' General Obligation Bonds, 2004 Series D dated November 8, 2004. e. The Official Statement
with respect to the $13,925,000 General Obligation Bonds, 2004 Series D dated November 16, 2004. f. The Loan Agreement between the Bank and the City of Adak, Alaska, dated as of December
1,2004. g. The Loan Agreement between the Bank and the Kodiak Island Borough, Alaska, dated as of December 1, 2004. IN WITNESS WHEREOF, I have the Bank this 1st day of December 2004.
[ S E A L ] Preliminaw, subiect lo chanoe.
GENERAL BOND RESOLUTION ALASKA MUNICIPAL BOND BANK AUTHORITY
TABLE OF CONTENTS ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 101 .A uthority for This Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 102 .R
esolution Constitutes Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 103 .D efinitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . 1 ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS Section 201 . Authorization of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section
202 . Provisions for Issuance of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . I 0 Section 203 . Provisions for Refunding Bonds . . . . . . . . . . . . . . . . . . . . .
. . . . . . 12 ARTICLE Ill GENERAL TERMS AND PROVISIONS OF BONDS Section 301 . Medium of Payment; Form and Date . . . . . . . . . . . . . . . . . . . . . . . 14 Section 303 . Execution
and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 304 . Interchangeability of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17 Section 305 . Negotiability. Transfer and Registry . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 306 . Transfer and Registration of Coupon Bonds . . . . . . . . . . .
. . . . . . 18 Section 307 -Transfer of Registered Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 308 . Regulations with Respect to Exchanges and Transfers
. . . . . . . . . 20 Section 309 . Bonds Mutilated. Destroyed. Stolen or Lost . . . . . . . . . . . . . . . . . . 20 Section 310 . Preparation of Definitive Bonds; Temporary Bonds .
. . . . . . . . . . . 21 ARTICLE IV ALASKA MUNICIPAL BOND BANK AUTHORITY Table of Contents I:\DwU742ODOl\GenenlRe10I1t~~n.Hpd
REDEMPTION OF BONDS Section 401 .P rivilege of Redemption and Redemption Price . . . . . . . . . . . . . . . 22 Section 402 . Redemption at the Election or Direction of the Authority
. . . . . . . . 22 Section 403 . Redemption Other Than at Authority's Election or Direction . . . . . 23 Section 404 .S election of Bonds to be Redeemed by Lot . . . . . . . . . . .
. . . . . . . 23 Section 405 .N otice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 406 .P ayment of Redeemed Bonds . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 24 ARTICLE V CUSTODY AND APPLICATION OF CERTAIN PROCEEDS OF BONDS Section 501 -Application of Certain Proceeds . . . . . . . . . . . . . . . . .
. . . . . . . . . . 25 Section502-Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 503 .R etention and Inspection of Documents
. . . . . . . . . . . . . . . . . . . . 27 ARTICLE VI ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 602 .E stablishment of Funds and Accounts . . . . . . . . .
. . . . . . . . . . . . . 28 ALASKA MUNICIPAL BOND BANK AUTHORITY Table of Contents I:WocrU742OOol\GcneialRe10t~l~on.Kpd Page 2
Section603-ReserveFund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 604 .I nterest Account. Principal Account and Redemption Account .
. . 31 Section 605 .O perating Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 606 . Reduction of Required Debt Service Reserve . . . .
. . . . . . . . . . . . 35 Section 607 -Trustee's Maintenance of Records on Payment of Bonds . . . . . . . 36 ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 701 .
Security for Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 702 . Investment of Funds and Accounts Held by the Trustee . . . . . . . . 36 Section
703 . Liability of Trustee for Investments . . . . . . . . . . . . . . . . . . . . . . . . . 38 ARTICLE Vlll THE TRUSTEE AND THE PAYING AGENTS Section 801 -Appointment and Acceptance
of Duties of Trustee . . . . . . . . . . . . 38 Section 802 -Appointment and Acceptance of Duties of Paying Agents . . . . . . . 38 Section 803 . Responsibilities of Trustee and Paying
Agents . . . . . . . . . . . . . . . 39 Section 804 . Evidence on Which Trustee and Paying Agents May Act . . . . . . . 40 Section 805 . Compensation . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 40 Section 806 . Permitted Acts and Functions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 ALASKA MUNICIPAL BOND BANK
AUTHORIN Table of Contents I.~0clU742W01~GeneraIResol~~iond .m, Page 3
Section 807 .R esignation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 808 .R emoval of Trustee . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . 41 Section 809 .A ppointment of Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 810 -Transfer of Rights and Property to Successor
Trustee . . . . . . . . . 42 Section 81 1 .M erger. Conversion or Consolidation . . . . . . . . . . . . . . . . . . . . . . . 43 Section 812 . Resignation or Removal of the Paying Agents
and Appointment ofSuccessors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 ARTICLE IX COVENANTS OF THE AUTHORITY Section 901 .P ayment
of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 902 .E xtension of Payment of Bonds and Coupons . . . . . . . . . . . . . . . . 44 Section
903 .O ffices for Payment of Bonds and Coupons . . . . . . . . . . . . . . . . . 45 Section904-Section904-FurtherAssurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 45 Section 905 .P ower to Issue Bonds and Make Pledges . . . . . . . . . . . . . . . . . . . 45 Section906-General . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 46 Section 907 .A ccounts and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 908 .P ersonnel and Servicing
of Programs . . . . . . . . . . . . . . . . . . . . . . 47 Section 909 .W aiver of Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section910-Feesandcharges
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 ALASKA MUNICIPAL BOND BANK AUTHORIN Table of Conlenls I:~Dwu742owl\GeneraIResoIuli~~.Kpd
Section 91 1 .A dministration of Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Section 912 . Issuance of Additional Obligations . . . . . . . . . . . . . . .
. . . . . . . . . . 49 Section 913 .L oan Agreement Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 914 . Modification of Loan Agreement Terms . . .
. . . . . . . . . . . . . . . . . . 53 Section 915 . Sale of Municipal Bonds by Authority . . . . . . . . . . . . . . . . . . . . . . . 54 Section 916 . Disposition of the Proceeds of
Sale or Redemption of Municipal Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 91 7 . Enforcement of Municipal
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . 54 ARTICLE X SERIES RESOLUTION AND SUPPLEMENTAL RESOLUTIONS Section 1001 .M odification and Amendment without Consent . . .
. . . . . . . . . . . 55 Section 1002 -Supplemental Resolutions Effective with Consent of Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 56 Section 1003 . General Provisions Relating to Series Resolutions and Supplemental Resolutions . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . 56 ARTICLE XI AMENDMENTS Section 1 101 . Powers of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 1102 . Consent
of Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 1103 . Modifications by Unanimous Consent . . . . . . . . . . . . . . . . . . . . . 60 ALASKA
MUNICIPAL BOND BANK AUTHORIN Table of Confenis I:iDocrU742ooo1lGeneralRe10Iu~i00.wpd
Paqe Section 1104 .M ailing and Publication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Section 1105 .E xclusion of Bonds . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 61 Section 11 06 .N otation on Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 ARTICLE XI1 DEFAULTS AND REMEDIES
Section 1201 -Trustee to Exercise Powers of Statutory Trustee . . . . . . . . . . . . . 61 Section 1202 .E vents of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . 62 Section 1204 .P riority of Payments After Default . . . . . . . . . . . . . . . . . . . . . . . . 65 Section 1205 -Termination of Proceedings . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 67 Section 1206 . Bondholders' Direction of Proceedings . . . . . . . . . . . . . . . . . . . . . 67 Section 1207 .L imitation on Rights of Bondholders
. . . . . . . . . . . . . . . . . . . . . . . 67 Section 1208 . Possession of Bonds by Trustee Not Required . . . . . . . . . . . . . . 68 Section 1209 . Remedies Not Exclusive . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Section 1210 .N o Waiver of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Section 121 1
. Notice of Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 ALASKA MUNICIPAL BOND BANK AUTHORIN Table of Contents I:iDwl3742oOolrGene~alRe~ol~ti0n~wpd
Page 6
ARTICLE Xlll EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOFS OF OWNERSHIP OF BONDS Section 1301 -Evidence of Signatures of Bondholders and Ownership of Bonds . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 ARTICLE XIV DEFEASANCE ARTICLE XV MISCELLANEOUS Section 1501 -Preservation and Inspection
of Documents . . . . . . . . . . . . . . . . . 74 Section 1502 -Parties of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 Section 1503 -No Recourse
Under Resolution or on Bonds . . . . . . . . . . . . . . . . 74 Section 1504 -Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 Section
1507 -Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 ALASKA MUNICIPAL BOND BANK AUTHORITY Table of Contents I\D0aU7420001\GenelalRe1o!~Ii00.~d
GENERAL BOND RESOLUTION A RESOLUTION CREATING AND ESTABLISHING AN ISSUE OF BONDS OF THE ALASKA MUNICIPAL BOND BANK AUTHORITY; PROVIDING FOR THE ISSUANCE FROM TlME TO TlME OF SAlD BONDS;
PROVIDING FORTHE PAYMENT OF PRINCIPAL OF AND INTEREST ON SAlD BONDS, AND PROVIDING FOR THE RIGHTS OF THE HOLDERS THEREOF BE IT RESOLVED by the Board of Directors of the Alaska Municipal
Bond Bank Authority as follows: ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 101 -Authority for This Resolution. This Resolution is adopted pursuant to the provisions of the
Act. Section 102 -Resolution Constitutes Contract. In consideration of the purchase and acceptance of any and all of the Bonds issued hereunder by those who shall hold the same from
time to time, this Resolution shall be deemed to be and shall constitute a contract between the Authority and the Holders of the Bonds and the coupons appertaining thereto, and the pledges
made in this Resolution and the covenants and agreements herein set forth to be performed by the the Authority shall be for the equal and proportionate benefit, protection and security
of the Holders of any and all of the Bonds and coupons, all of which, without regard to the time or times of their issue or maturity, shall be of equal rank without preference, priority
or distinction of any of the Bonds or coupons over any other thereof, except as expressly provided therein or permitted by this Resolution. Section 103 -Definitions. The following terms
shall, for all purposes of this Resolution, have the following meanings unless the context shall clearly indicate some other meaning: "Accountant's Certificate" shall mean a certificate
signed be an independent certified public accountant or a firm of independent certified public accountants of nationally recognized standing selected by the Authority and satisfactoryto
the Trustee. "-Act" shall mean the Alaska Municipal Bond Bank Authority Act, constituting
Chapter 58, Title 44, of the Alaska Statutes, as amended to the date of adoption of this Resolution. "Administrative Ex~ensess" hall mean the Authority's expenses of carrying out and
administering its powers, duties and functions, as authorized by the Act, and shall include, without limiting the generality of the foregoing: administrative and operating expenses,
legal, accounting and consultant's services and expenses, payments to pension, retirement, health and hospitalization funds, and any other expenses required or permitted to be paid by
the Authority under the provisions of the Act or this Resolution or otherwise. "Aqqreqate Debt Service" for any period shall mean, as of any date of calculation and with respect to all
Bonds, the sum of the amounts of Debt Service for such period. "Authorized Newsoa~ers"h all mean a financial paper, or a newspaper of general circulation publishing financial news, customarily
published at least once a day for at least five (5) days (other than legal holidays) in each calendar week, printed in the English language, and circulated in the Borough of Manhattan,
City and State of New York. "Authorized Officer" shall mean the Chairman, Vice Chairman or Executive Secretary of the Authority and any other director, officer or employee of the Authority
authorized by resolution of the Authority to perform the act or sign the document in question. "Authority" shall mean the Alaska Municipal Bond Bank Authority, a public body corporate
and politic constituted as a public corporation and instrumentality of the State of Alaska within the Department of Revenue but having a legal existence independent of and separate from
the State exercising public and essential governmental functions and created by the Act, or any body, agency or instrumentality of the State which shall hereafter succeed to the powers,
duties and functions of the Authority. "Bond" or "Bonds" shall mean any Alaska Municipal Bond Bank Authority Bond or Bonds, as the case may be, authenticated and delivered under this
Resolution pursuant to a Series Resolution. ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolufion/Revised 8/21/93/(6a) I.\D0~\37420001lGenealRe~iI~~~on~wpa Page 2
"Bondholder" or "Holder of Bonds" or "Holder" (when used with reference to Bonds) or any similar term, shall mean any person or party who shall be the bearer of any Outstanding Bond
or Bonds registered to bearer or not registered or the registered owner of any Outstanding Bond or Bonds which shall at the time be registered other than to bearer and "Holder" (when
used with reference to coupons) shall mean any person who shall be the bearer of such coupons. "Counsel's O~inion" shall mean an opinion signed by an attorney or firm of attorneys selected
by or satisfactory to the Authority (who may be counsel to the Authority); provided, however, that for the purposes of Article II of this Resolution such term shall mean an opinion signed
by an attorney or firm of attorneys of recognized standing in the field of law relating to municipal bonds selected by the Authority, and provided, further, that for the purposes of
Article V of this Resolution such term when used with respect to the municipal bonds shall mean an an opinion signed by an attorney or firm of attorneys (which may be the same attorney
orfirm of attorneys above referred to) of recognized standing in the field of law relating to municipal bonds whose opinions are generally accepted by purchasers of municipal bonds,
selected by the Governmental Unit and approved by the Authority. "Debt Service" for any period shall mean, as of any date of calculation and with respect to any Series, an amount equal
to the sum of (i) interest accruing during such period on Bonds of such Series, and (ii) that portion of each Principal lnstallment for such Series which would accrue during such period
if each Principal lnstallment were deemed to accrue daily in equal amounts from the next preceding Principal lnstallment due date for such Series (or, if there shall be no such preceding
Principal lnstallment due date, from a date one year preceding the due date of such Principal lnstallment or from the date of delivery of such Series of Bonds if such date occurred less
than one year prior to the due date of such Principal Installment). Such interest and Principal lnstallments for such Series shall be calculated on the assumption that no Bonds of such
Series Outstanding at the date of calculation will cease to be Outstanding except by reason of the payment of each Principal lnstallment on the due date thereof. ALASKA MUNICIPAL BOND
BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a) I:\Docsu742WOl\GeneralResol~I111.~ Page 3
"Fees and Charaes" shall mean all fees and charges authorized to be charged by the Authority pursuant to section 44.58.080(8), (1 5) and (1 6) of the Act and charged by the Authority
to Governmental Units pursuant to the terms and pro-visions of Loan Agreements. "Fiduciary" or "Fiduciaries" shall mean the Trustee, and Paying Agent, or any or all of them, as may be
appropriate. "Fiscal Year" shall mean any twelve (12) consecutive calendar months commencing with the first day of July and ending on the last day of the following June. "Governmental
Unit" shall mean a municipality as defined by Section 44.58.410(4) of the Act. "Governmental Unit's Allocable Proportion" shall mean the proportionate amount of the total requirement
in respect of which the term is used determined by the ratio that the Loan then outstanding to such Governmental Unit bears to the total of all Loans then outstanding to all Governmental
Units. "Initial Requirement" shall mean as of any date of calculation (i) until such time as the Authority has issued in excess of One Hundred Million Dollars ($100,000,000) in Loan
Obligations, an amount equal to fifteen percent (15%) of all Loan Obligations Outstanding as of the date of calculation, (ii) after such time as the Authority has issued in excess of
One Hundred Million Dollars ($100,000,000) in Loan Obligations and until such time as the Authority has issued in excess of One Hundred Fifty Million Dollars ($150,000,000) in Loan Obligations,
an amount equal to fifteen percent (15%) of all Loan Obligations Outstanding as of the date of calculation, less one tenth of one percent (111 0 of 1 %)for each Million Dollars ($1,000,000)
or fraction thereof of all Loan Obligations issued in excess of One Hundred Million Dollars ($1 00,000,000), and (iii) after such time as the Authority has issued in excess of One Hundred
Fifty Million Dollars ($150,000,000) in Loan Obligations, an amount equal to ten percent (10%) of all Loan Obligations Outstanding as of the date of calculation.
"Interest Account" shall mean the account by that name established by Section 602. AL4SK.4 MUNICIPAL BOND BANK AUTHORIN General Bond Resolulion/Revised 8/21/93/(6a) l:lD0c1U7420001lGcneralRe10I1ti00~
wpd Page 4
"Investment Securities" shall mean and include any ofthe following investments, if and to the extent the same are at the time legal investments by the Authority of the funds to be invested
therein: (1) Direct obligations of or obligations insured or guaranteed by the United States of America or agencies or instrumentalities of the United States; (2) Bankers acceptances
drawn on and accepted by banks, and certificates of deposit of banks, with a combined capital and surplus aggregating at least $200,000,000; and (3) Interest-bearing time deposits or
certificates of deposit of a bank or trust company continuously secured and collateralized by obligations of the type described in paragraph (1) hereof, or by general obligations of
the State having a market value at least equal at all times to the amount of such deposit or certificate, to the extent such deposit or certificate is not insured by the Federal Deposit
Insurance Corporation or any successor thereto. "Loan" shall mean a loan heretofore or hereafter made by the Authority to a Governmental Unit pursuantto the Act and more particularly
described in the applicable Series Resolution. "Loan Aareement" shall mean an agreement heretofore or hereafter entered into between the Authority and a Governmental Unit setting forth
the terms and conditions of a Loan. "Loan Obliaation" shall mean that amount of Bonds and the Bonds themselves issued by the Authority for the purchase of Municipal Bonds of a Governmental
Unit. "Maximum Annual Debt Service Reauirement" shall mean as of any date of calculation, an amount equal to the maximum amount of Principal Installments and interest maturing and be-coming
due in any succeeding calendar year on all Loan Obligations Outstanding as of the date of calculation. "Municipal Bonds" shall mean the bonds, notes or other evidences of debt issued
by any Governmental Unit as now or hereafter defined in the Act which have heretofore been or will hereafter be acquired by the Authority as evidence of a Loan to ALASKA MUNICIPAL BOND
BANK AUTHORIP/General Bond ResolufionlRevised 8121193/(6a) Page 5
the Governmental Unit pursuant to the Act, except for a revenue bond or note or evidence of indebtedness issued by a Governmental Unit which is not payable from, or secured by a pledge
of, taxes which may be levied by the Governmental Unit. "Municipal Bonds Interest Payment" shall mean that portion of a Municipal Bonds Payment made or required to be made by a Governmental
Unit to the Authority which represents the interest due or to become due on the Governmental Unit's Municipal Bonds. "Munici~aBl onds Pavment" shall mean the amounts paid or required
to be paid, from time to time, for principal and interest by a Governmental Unit to the Authority on the Govern-mental Unit's Municipal Bonds. "Municipal Bonds Principal Pavment" shall
mean that portion of a Municipal Bonds Payment made or required to be made by a Governmental Unit to the Authority which represents the principal due or to become due on the Governmental
Unit's Municipal Bonds. "Notes" shall mean any obligations referred to herein issued by the Authority other than Bonds. "Operatinu Fund" shall mean the fund by that name established
by Section 602. "Outstanding" when used with reference to Bonds, other than Bonds referred to in Section 1105 hereof, shall mean, as of any date, Bonds theretofore or then being delivered
underthe provisions of this Resolution, except: (i) any Bonds cancelled by the Trustee or any Paying Agent at or prior to such date, (ii) any Bonds for the payment or redemption of which
monies equal to the principal amount or Redemption Price thereof, as the case may be, with interest to the date of maturity or redemption date, shall be held by the Trustee or the Paying
Agents in trust (whether at or prior to the maturity or redemption date), provided that if such Bonds are to be redeemed, notice of such redemption shall have been given as in Article
IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, (iii) any Bonds in lieu of or in substitution for which other Bonds shall have
been delivered pursuant to Article Ill or Section 406 or Section 1106, and (iv) Bonds deemed to have been paid as ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolution/Revised
8/21/93/(6a) l:~~oaU742ooor\GeoeraIResoI1lion~wpd Page 6
provided in subsection 2 of Section 1401. "Pavina Aaent" for the Bonds of any Series shall mean the bank or trust company and its successor or successors, appointed as Paying Agent pursuantto
the provisions of this Resolution and a Series Resolution or any other resolution of the Authority adopted prior to authentication and delivery of Bonds for which such Paying Agent or
Paying Agents shall be so appointed. "Princiwal Account" shall mean the account by that name established by Section 602. "Princiwal lnstallment" shall mean, as of the date of calculation
and with respect to any Series, so long as any Bonds thereof are Outstanding, (i) the principal amount of Bonds of such Series due on a future date for which no Sinking Fund Installments
have been established, or (ii) the Sinking Fund Installment due on a future date for Bonds of such Series, or (iii) if such future dates coincide, the sum of such principal amount of
Bonds and of such Sinking Fund Installment due on such future date; in each case in the amounts and on the dates as provided in the Series Resolution authorizing such Series of Bonds.
"Redemption Account" shall mean the account by that name established by Section 602. "Redemwtion Price" shall mean, with respect to any Bond, the principal amount thereof, plus the applicable
premium, of any, payable upon redemption thereof pursuant to this Resolution and the Series Resolution pursuant to which the same was issued. "Refundina Bonds" shall mean all Bonds constituting
the whole or a part of a Series of Bonds delivered pursuant to Section 203. "Reserve Fund" shall mean the 1976 General Bond Resolution Reserve Account established by Section 602 within
the Alaska Municipal Bond Bank Authority Reserve Fund created by Section 44.58.270 of the Act. "Reserve Fund Obliaations" shall mean the amount of Bonds issued by the Authority to obtain
funds deposited in the Reserve Fund, which shall be the Bonds so ALASKA MUNICIPAL BOND BANK AUTHORIW General Bond ResolutionlRevised 8/2f/93/(6a) I:\D0c~U7420001\GeneralRc1ol~li~1,wpd
Page 7
designated by maturity and amount in the Series Resolution providing for the issuance of such Bonds. "Required Debt Service Reserve" shall mean as of any date of calculation, the amount
required to be on deposit in the Reserve Fund which amount shall be at least equal to the greater of the Maximum Annual Debt Service Requirement or the Initial Requirement. "Resolution"
shall mean this General Bond Resolution as from time to time amended or supplemented by Supplemental Resolutions or Series Resolutions in accordance with the terms and provisions hereof.
"Series of Bonds" or "Bonds of a Series" or words of similar meaning shall mean the Series of Bonds authorized by a Series Resolution. "Series Resolution" shall mean a resolution of
the Authority authorizing the issuance of a Series of Bonds in accordance with the terms and provisions hereof and adopted in accordance with Article X. "Sinkinq Fund Installment" shall
mean, as of any particular date of calculation and with respect to the Outstanding Bonds of any any Series, the amount required to be paid at all events by the Authority on a single
future date for the retirement of Bonds of such Series which mature after said future date, but does not include any amount payable by the Authority by reason only of the maturity of
a Bond. "S~eciaAl ccount" shall mean the account by that name established within the Reserve Fund by Section 602. "State" shall mean the State of Alaska. "Surmlemental Resolution" shall
mean a resolution supplemental to or amendatory of this Resolution, (other than a Series Resolution) adopted by the Authority in accordance with Article X. "Trustee" shall mean the bank
or trust company appointed pursuant to Section 801 to act as trustee hereunder, and its successor or successors and any other bank or trust company at any time substituted in its place
pursuant to this Resolution. Words of the masculine gender shall be deemed and construed to include AlASK4 MUNiClPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a)
I:WocrU742OoOl!WocrU742OoOl!GencialResoI1ti~in~~ Page 8
correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa,
and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms "herebv," "hereof," "hereto," "herein," "hereunder,"
and any similar terms, as used in this Resolution, refer to this Resolution. ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS Section 201 -Authorization of Bonds. There is hereby established
and created an issue of Bonds of the Authority to be known and designated as "Alaska Municipal Bond Bank Authority Bonds", which Bonds may be issued as hereinafter provided without limitation
as to amount except as provided in this Resolution or as may be limited by law. There is hereby created by this Resolution, in the manner and to the extent provided herein, a continuing
pledge and lien to secure the full and final payment of the principal or Redemption Redemption Price of, interest on and Sinking Fund Installments for, all of the Bonds issued pursuant
to this Resolution. The Bonds shall be direct and general obligations of the Authority and the full faith and credit of the Authority are hereby pledged forthe payment of the principal
or Redemption Price of, interest on and Sinking Fund Installments for, the Bonds. The State shall not be liable on the Bonds and the Bonds shall not be a debt or liability, or constitute
a pledge or loan of the faith and credit, of the State. The Bonds shall contain on the face thereof a statement to the effect that the Authority is obligated to pay the principal or
Redemption Price, if any, of the Bonds and the interest thereon only from revenues or funds of the Authority and that the State is not obligated to pay such principal or Redemption Price,
if any, or interest and that neitherthe faith and credit nor the taxing power of the State is pledged to the payment of the principal or Redemption Price, if any, of, or the interest
on, the Bonds. ALASKA MUNICIPAL BOND BANK AUTHORIW General Bond ResolulionlRevised 8/21/93/(6al Page 9
Section 202 -Provisions for Issuance of Bonds. 1. The issuance of the Bonds shall be authorized by a Series Resolution or Series Resolutions of the Authority adopted subsequent hereto
and the Bonds may be issued in one or more series. The Bonds of each Series, including Refunding Bonds, shall, in addition to the title "Alaska Municipal Bond Bank Authority Bonds",
contain such further appropriate particular designations added to such title and the appropriate Series designation as the Authority may determine in such Series Resolution. Each Bond
shall bear upon its face the designations so determined for the Series to which it belongs. Each Series Resolution authorizing the issuance of a Series of Bonds shall also specify: (1)
The authorized principal amount of said Series of Bonds; (2) The purposes for which such Series of Bonds is being issued, which shall be one or more of the following: (i) making Loans
to Governmental Units, (ii) making payments into the Interest Account, (iii) making payments into the Reserve Fund, (iv) the funding of Notes theretofore issued by the Authority for
any purposes for which Bonds may have been issued, (v) the refunding of Bonds and related purposes, as provided in Section 203, and (vi) making payments into the Operating Fund from
amounts received as a premium over the principal amount of a Series of Bonds; (3) The date or dates of issue, maturity date or dates and amounts of each maturity of the Bonds of said
Series; (4) The interest rate or rates, or the manner of determining such rate or rates of the Bonds of said Series, and the interest payment dates therefor; (5) The denomination or
denominations of, and the manner of numbering and lettering, the Bonds of such Series, provided that each Bond shall be of the denomination of $5,000 or a multiple thereof, not exceeding
the aggregate principal amount of the Bonds of such Series maturing in the year of maturity of the Bond for which the denomination is to be specified; (6) The Paying Agent or Paying
Agents and, subject to the provisions of Section 802, the place or places of payment of the principal or Redemption Price, if any, of and ALASKA MUNICIPAL BOND BANK AUTHORIN General
Bond Resolution/Revised 8/21/93/(6a) I:\ooaU742ooollGener~IRe~oI1lion.Kpd Page 10
interest on the Bonds of such Series; provided, however, that such Paying Agent or Paying Agents may be appointed by or pursuantto a resolution of the Authority adopted prior to authentication
and delivery of such Series of Bonds in accordance with the provisions of Section 802; (7) The Redemption Price or Redemption Prices, if any, and, subject to Article IV, the redemption
terms, if any, for the Bonds of such Series; (8) The amount and due date of each Sinking Fund Installment, if any, for Bonds of like maturity of such Series (9) The form or forms of
the Bonds of such Series and the coupons to be attached to the coupon Bonds, if any, of such Series and of the Trustee's certificate of authentication; (10) The manner of execution of
the Bonds of such Series; and (1 1) Any other provisions deemed advisable by the Authority, not in conflict with the provisions of this Resolution. All Bonds of each Series of like maturity
shall be identical in all respects, except as to denominations, interest rate, numbers and letters, and except that they may be in either coupon or registered form or in both such forms.
2. All (but not less than all) the Bonds of each Series shall be executed by the Authority for issuance underthe Resolution and delivered to the Trustee and thereupon shall be authenticated
by the Trustee and by it delivered to the Authority or to such other party as may be specified in a written order of the Authority, but only upon the receipt by the Trustee of: (1) A
Counsel's Opinion dated as of the date of such delivery by the Trustee to the effect that (i) the Authority has the right and power underthe Act as amended to the date of such opinion
to adopt the Resolution, and the Resolution has been duly and lawfully adopted by the Authority, is in full force and effect and is valid and binding upon the Authority and enforceable
in accordance with its terms, and no other authorization for the Resolution is required; (ii) the Resolution creates the valid pledge which it purports to create of the Municipal Bonds
and Municipal Bonds Payments, moneys, ALASKA MUNICIPAL BOND BANK AUThORIW General Bond Resolution/Revised 8/21/93/(6a] Page 11
securities and funds held or set aside under the Resolution, subject to the application thereof to the purposes and on the conditions permitted by the Resolution; and (iii) the Bonds
of such Series are valid, binding and general obligations of the Authority as provided in the Resolution, payable and enforceable in accordance With their terms and the terms of the
Resolution and entitled to the benefits of the Resolution and of the Act, and such Bonds have been duly and validly authorized and issued in accordance with law including the Act as
amended to the date of such Opinion, and in accordance with the Resolution; (2.) A written order as to the delivery of such Bonds, signed by an Authorized Officer; (3) A copy of the
Resolution, authorizing such Bonds, certified by an Authorized Officer; (4) Except in the case of Refunding Bonds, a certificate of an Authorized Officer stating that the Authority is
not in default in the performance of any of the covenants, conditions, agreements or provisions contained in the Resolution; (5) Such further documents, moneys and securities as are
required by the provisions of this Section 202, and Section 203, or Article X or any Series Resolution or Supplemental Resolution adopted pursuant to Article X. Section 203 -Provisionsfor
Refundins Bonds. (1)All or any part of one or more Series of Refunding Bonds may be authenticated and delivered to refund all Outstanding Bonds or any part of one or more Series of Outstanding
Bonds. Refunding Bonds shall be issued in a principal amount sufficient, together with other moneys available therefor, to accomplish such refunding and to make such deposits as are
required by the provisions of the Act, this Section and of the Series Resolution authorizing said Series of Refunding Bonds. (2) A Series of Refunding Bonds may be authenticated and
delivered only upon receipt by the Trustee (in addition to the receipt by it of the documents required by Section 202) of: ALASKA MUNICIPAL BOND BANK AUTHORIN General Bond ResolulionIRevised
8121/93/16aJ Page 12
(a) A certificate of an Authorized Officer setting forth (1) the Aggregate Debt Service for the then current and each future calendar year (i) with respect to all Series of Bonds Outstanding
immediately priorto such authentication and delivery and (ii) with respect to all Series of Bonds to be Outstanding immediately thereafter (excluding any Series of Bonds issued simultaneously
with the issuance of Refunding Bonds), and (2) that the Aggregate Debt Service for each such year set forth pursuant to (1) (ii) of this paragraph (a) is no greater than the Aggregate
Debt Service set forth pursuant to (1) (i) of this paragraph (a); (b) Irrevocable instructions to the Trustee, satisfactory to it, to give due notice of redemption of all the Bonds to
be refunded on the redemption date specified in such instructions; (c) Irrevocable instructions to the Trustee, satis-factory to it, to make due publication of the notice provided for
in Section 1401 to the Holders of the Bonds and coupons being refunded; (d) Either (i) moneys in an amount sufficient to effect payment at the applicable Redemption Price of the Bonds
to be refunded, together with accrued interest on such Bonds to the redemption date, which moneys shall be held by the Trustee or any one or more of the Paying Agents in a separate account
irrevocably in trust for and assigned to the respective Holders of the Bonds to be refunded, or (ii) lnvestment Securities described in clause (I) of the definition thereof, in such
principal amounts, of such maturities, bearing such interest, and otherwise having such terms and qualifications, as shall be necessary to comply with the provisions of subsection 2
of Section 1401 and any moneys required pursuant to said subsection 2 of Section 1401, which lnvestment Securities and monies shall be held in trust and used only as provided in said
subsection 2; and (e) A certificate of an Authorized Officer containing such additional statements as may be reasonably necessary to show compliance with the requirements of subsection
1 and and this subsection 2 of this Section 203. As amended October 28,1977 ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond ResoLtionfRevised 8/21/93/(6a) Page 13
(3) From and after the delivery of the Refunding Bonds of a Series, the Trustee shall make appropriate adjustment between the Interest Account and Principal Account when disbursing and
applying Municipal Bonds Paymentsdeposited in the Debt Service Fund pursuant to the provisions of Section 604 to the end that such portion of the Municipal Bonds Payments as shall represent
Municipal Bonds lnterest Payments not required for deposit in the lnterest Account for the purpose of paying interest accruing upon the Bonds shall be deposited in the Principal Account.
Any surplus which might result upon and after such deposit shall be disposed of in the manner specified in the Series Resolution authorizing such Series. ARTICLE Ill GENERAL TERMS AND
PROVISIONS OF BONDS Section 301 -Medium of Pavment: Form and Date. The Bonds shall be payable, with respect to interest, principal or Redemption Price, in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and private debts. The Bonds of each Series shall be issued in the form of coupon Bonds,
registerable as to principal only, or in the form of fully registered Bonds without Coupons, or in both such forms. Coupon Bonds of each Series shall be dated as of the date specified
in the Series Resolution authorizing the issuance thereof. Coupon Bondsof each Series shall bear interest from their date, payable in accordance with, and upon surrender of, the appurtenant
interest coupons as they severally mature. Registered Bonds of each Series issued prior to the first interest payment date thereof shall be dated as of the date specified in the Series
Resolution authorizing the issuance thereof. Registered Bonds issued on or subsequent to the first interest payment date thereof shall be dated as of the date six months preceding the
interest payment date next following the date of delivery thereof to the Bondholder, unless such date of delivery shall be an interest payment date, in which case they shall be dated
as of of such date of delivery; provided, however, that if, as shown by the records of the Trustee, interest on the Bonds of any ALASM MUNICIPAL BOND BAFIK AUTHORIN General Bond ResolutionlRevised
8121/93//6a) Page 14
Series shall be in default, the registered Bonds of such Series issued in lieu of Bonds surrendered for transfer or exchange may be dated as of the date to which interest has been paid
in full on the Bonds surrendered. Registered Bonds of each Series shall bear interest from their date. For all purposes of the Act relating to or dealing with the date of the Bonds,
registered Bonds of any Series shall be deemed to be dated as of the date Specified for the Bonds of such Series in the Series Resolution authorizing the issuance thereof. Interest on
all Bonds of each Series shall be payable semi-annually each year on dates to be fixed by a Series Resolution. The first installment of interest due on the Bonds of a Series may be for
such period as the Authority shall fix by Series Resolution. Section 302 -Leqends. The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive
words not inconsistent with the provisions of this Resolution as may be necessary or desirable to comply with custom, or otherwise, as may be determined by the Authority prior to the
delivery thereof to the Bondholder. Section 303 -Execution and Authentication. (1) The Bonds shall be executed in the name of the Authority by the manual or facsimile signature of its
Chairman or Vice-chairman and its corporate seal (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced, and attested by the manual or facsimile
signature of its Secretary or such officer or employee of the Authority as shall be directed by the Series Resolution authorizing the issuance thereof, or in such other manner as may
be required by law in case any one or more of the officers or employees who shall have signed or sealed any of the Bonds shall cease to be such officer or employee before the Bonds so
signed and sealed shall have been actually authenticated and delivered by the Trustee, such Bonds may, nevertheless, be authenticated and delivered as herein provided, and may be issued
as if the the persons who signed or sealed such Bonds had not ceased to hold such offices or be so employed. Any Bonds of a Series may be signed and sealed on behalf of the Authority
ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolulion/Revised 8/21/93/(.6 aJ. I:\DwU7420001lGeneralResoI1I1on.~d Page 15
by such persons as at the actual tine of the execution of such Bond shall be duly authorized or hold the proper office in or employment by the Authority, although at the date of the
Bonds of such Series such persons may not have been so authorized or have held such office or employment. (2) The coupons to be attached to the coupon Bonds of each Series shall be signed
by the facsimile signature of the present or any future Chairman ofthe Authority, or in such manner as may be required by law, and the Authority may adopt and use for that purpose the
facsimile signature of any person or persons who shall have been Chairman of the Authority at any time on or afterthe date of the Bonds of such Series, notwithstanding that he may not
have been such Chairman at the date of any such Bond or may have ceased to be such Chairman at the time when any such Bond shall be actually authenticated and delivered. (3) The Bonds
of each Series shall bear thereon a certificate of authentication, in the form set forth in the Series Resolution authorizing such Bonds, executed manually by the Trustee. Only such
Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit underthe Resolution and no Bond and no coupon thereunto appertaining shall be
valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Such certificate of the Trustee upon any Bond executed on behalf
of the Authority shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered under the Resolution and that the Holder thereof is entitled to
the benefits of the Resolution. (4) Except as otherwise provided in Section 309, theTrustee, before authenticating and delivering any coupon Bonds, shall cut off, cancel and destroy
all matured coupons thereto attached, except matured coupons for which payment in full has not been made; provided, however, that when coupon Bonds are issued in exchange for registered
Bonds of any Series Series upon which interest is in default, as shown by the records of the Trustee, such coupon Bonds shall have attached thereto all coupons maturing afterthe date
to which interest has been paid in full, as shown by the records ALASKA MUNICIPAL BOND BANK AUTHORIR General Bond ResolufionIRevised 8/21/93//6a) Page 16
of the Trustee, and in case any interest installments shall have been paid in part, appropriate notation shall he made on the coupons to evidence such fact. Section 304-Interchanqeabilitvof
Bonds. Coupon Bonds, upon surrender thereof at the corporate trust office of the Trustee with all unmatured coupons attached, may, at the option of the Holder thereof, be exchanged for
an equal aggregate principal amount of registered Bonds of the same Series and maturity of any of the authorized denominations. Registered Bonds, upon surrender thereof at the corporate
trust office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or his attorney duly authorized in writing, may,
at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of coupon Bonds of the same Series and maturity with appropriate coupons attached,
or of registered Bonds of the same Series and maturity of any other authorized denominations. Section 305 -Neaotiabilitv, Transfer and Reaistry. All the Bonds issued under this Resolution
shall be negotiable as provided in the Act, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain
Outstanding, the Authority shall maintain and keep, at the corporate trust office of the Trustee, books for the registration and transfer of Bonds; and, upon presentation thereof for
such purpose at said office, the Authority shall register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it or the Trustee
may prescribe, any Bond entitled to registration or transfer. So long as any of the Bonds remain Outstanding, the Authority shall make all necessary provisions to permit the exchange
of Bonds at the corporate trust office of the Trustee. Section 306 -Transfer and Reqistration of Cou~onB onds. All coupon Bonds shall pass by delivery, unless registered as to principal
other other than to bearer in the manner provided in this Section 306. Any coupon Bond may be registered
as to principal on the books of the Authority at the corporate trust office of the Trustee, upon ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond ResolutionlRevised 81211931(6a) I:~DwU742oOollGenera
IRes0I~lio0.wpd Page 17
presentation thereof at said office and the payment of a charge sufficient to reimburse the Authority, or the Trustee for any tax, fee or other governmental charge required to be paid
with respect to such registration, and such registration shall be noted on such Bond. After said registration no transfer thereof shall be valid unless made on said books by the registered
owner in person or by his attorney duly authorized in writing, and similarly noted on such Bond; but such Bond may be discharged from registration by being in like manner transferred
to bearer, after which it shall again become transferable by delivery. Thereafter such Bond may again, from time to time, be registered or discharged from registration in the same manner.
Registration of any coupon Bond as to principal, however, shall not affect the negotiability by delivery of the coupons appertaining to such Bond, but every such coupon shall continue
to pass by delivery and shall remain payable to bearer. As to any coupon Bond registered as to to principal other than to bearer the person in whose name the same shall be registered
upon the books of the Authority may be deemed and treated as the absolute owner thereof, whether such Bond shall be overdue or not, for all purposes, except for the purpose of receiving
payment of coupons; and payment of, or on account of, the principal or Redemption Price, if any, of such Bond shall be made only to, or upon the order of, such registered owner thereof,
but such registration may be changed as above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum
or sums so paid. The Authority, the Trustee, and any Paying Agent may deem and treat the bearer of any coupon as the absolute owner thereof, whether such coupon shall be overdue or not,
for the purpose of receiving payment thereof and for all other purposes whatsoever, and may deem and treat the bearer of any coupon Bond which shall not at the time be registered as
to principal principal other than to bearer, or the person in whose name any coupon Bond forthe time being shall be registered upon the books of the Authority, as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of the principal or Redemption Price thereof and for all other purposes whatsoever except
forthe purpose ALASKA AfUNICIPAL BOND BANK AUTHORIN General Bond ResolulionIRevised 8/21/93/(6a) I:l~~742OoOllGeneralRe10l~li0n~Hpd Page 18
of receiving payment of coupons, and neither the Authority, nor the Trustee, nor any Paying Agent shall be affected by any notice to the contrary. The Authority agrees to indemnify and
save the Trustee and each Paying Agent harmless from and against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without negligence
hereunder, in so treating such bearer or registered owner. Section 307 -Transfer of Reaistered Bonds. Each registered Bond shall be transferable only upon the books of the Authority,
which shall be kept for the purpose at the corporate trust office of the Trustee, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender
thereof together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such
registered Bond, the Authority shall issue in the name of the transferee a new registered Bond or Bonds or, at the option of the transferee, coupon Bonds, with appropriate coupons attached,
of the same aggregate principal amount and Series and maturity as the surrendered Bond. The Authority and the Trustee may deem and treat the person in whose name any Outstanding registered
Bond shall be registered upon the books of the Authority as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on
account of, the principal or Redemption Price, if any, of and interests on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon his
order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Authority nor the Trustee shall be
affected by any notice to the contrary. The Authority agrees to indemnify and save the Trustee harmless from and against any and all loss, cost, charge, expense, judgment or liability
incurred by it, acting in good faith and without negligence hereunder, in so treating such registered owner. Section 308 -Requlations with Res~ectto Exchanqes and Transfers. In all cases
in which the privilege of exchanging Bonds or transferring registered Bonds ALASKA MUNICIPAL BOND BANK AUTtiORIW General Bond ResolutionIRevised 8/21/93/(6a) Page 19
is exercised, the Authority shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. For every such exchange or transfer
of Bonds, whether temporary or definitive, the Authority or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid
with respect to such exchange ortransfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege
of making such exchange or transfer. Notwithstanding any other provision of this Resolution the cost of preparing each new coupon Bond or registered Bond upon each exchange or transfer,
and any other expenses of the Authority orthe Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Authority as
an Administrative Expense. The Authority shall not be obliged to make any such exchange or transfer of of Bonds of any Series during the ten (10) days next preceding an interest payment
date on the Bonds of such Series. Section 309 -Bonds Mutilated. Destroved. Stolen or Lost. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Authority shall
execute and the Trustee shall authenticate and deliver a new Bond (with appropriate coupons attached in the case of coupon Bonds) of like Series, maturity and principal amount as the
Bond and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond
and attached coupons, if any, or in lieu of and substitution for the Bond and coupons, if any, destroyed, stolen or lost, upon filing with the Authority evidence satisfactory to the
Authority and the Trustee that such Bond and attached coupons, if any, have been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Authority and the Trustee
with indemnity satisfactory to them and complying with such other reasonable regulations as the Authority and the Trustee may prescribe and paying such expenses as the Authority and
the Trustee may incur in connection therewith. All Bonds and coupons so surrendered to the Trustee shall be cancelled by it and evidence of such cancellation shall be given to the Authority.
ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a) l:lDwU7420001\GeneralRe10I1I1on.xpd Page 20
Section 310 -Preparation of Definitive Bonds; Temporaw Bonds. The definitive Bonds of each Series shall be lithographed or printed on steel engraved borders. Until the definitive Bonds
of any Series are prepared, the Authority may execute, in the same manner as is provided in Section 303, and upon the request of the Authority, the Trustee shall authenticate and deliver,
in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive coupon Bonds, changeability except as to the denominations thereof and as
to exchangeability for registered Bonds, one or more temporary Bonds (which may be registerable as to principal and interest), substantially of the tenor of the definitive coupon Bonds
in lieu of which such temporary Bond or Bonds are issued, but with or without coupons, in denominations of $5,000 or any multiples thereof authorized by the Authority, and with such
omissions, insertions and variations as may be appropriate to temporary Bonds. The installments of of interest payable on such temporary Bonds in bearer form shall be payable only upon
the presentation and surrender of the coupons therefor attached thereto or, if no coupons for such interest are attached thereto, then only upon presentation of such temporary Bonds
for notation thereon of the payment of such interest. The Authority at its own expense shall prepare and execute and, upon the surrender at the corporate trust office of the Trustee
of such temporary Bonds, with all unmatured coupons, if any, and all matured coupons, if any for which no payment or only partial payment has been provided, attached, for exchange and
the cancellation of such surrendered temporary Bonds and coupons, theTrustee shall authenticate and, without charge to the holderthereof, deliver in exchange therefor, at the corporate
trust office of the Trustee, definitive coupon Bonds, with appropriate coupons attached, or, at the option of the Holder, definitive registered Bonds, of the same aggregate principal
amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive
Bonds authenticated and issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for a definitive Bond or Bonds shall be forthwith cancelled by the Trustee. ALASKA
MUNICIPAL BOND BANK AUTtfORI7Y General Bond Resolufion/Revised 8/21/93/(6a) Page 21
ARTICLE IV REDEMPTION OF BONDS Section 401 -Privileqe of Redemption and Redemption Price. Bonds subject to redemption prior to maturity pursuant to the provisions of a Series Resolution
shall be redeemable, upon published notice as provided in this article IV, at such times, at such Redemption Prices and upon such terms (in addition to and consistent with the terms
contained in this Article IV) as may be specified in the Series Resolution authorizing such Bonds. Section 402 -Redem~tiona t the Election or Direction of the Authority. In the case
of any redemption of Bonds other than as provided in Section 403, the Authority shall give written notice to the Trustee of its election or direction so to redeem, of the redemption
date, of the Series, of the principal amounts of the Bonds of each maturity of such Series to be redeemed (which Series, maturities and principal amounts thereof to be redeemed shall
be determined by the Authority in its sole discretion, subject to any limitations with respect thereto contained in the Act or this Resolution and any Series Resolution) and of the monies
to be applied to the payment of the Redemption Price. Such notice shall be given at least forty-five (45) days prior to the redemption date or such shorter period as shall be acceptable
to the Trustee. In the event notice of redemption shall have been given as in Section 405 provided, the Trustee, if it holds the monies to be applied to the payment of the Redemption
Price, or otherwise the Authority, shall, at least one day prior to the redemption date, pay to the Trustee and the appropriate Paying Agent or Paying Agents an amount in cash which,
in addition to other monies, if any, available therefor held by the Trustee and such Paying Agent or Paying Agents, will be sufficient to redeem, on the redemption date at the Redemption
Price thereof, together with interest accrued to the redemption date, all of the Bonds to be redeemed. The Authority shall promptly notify the Trustee in writing of all such payments
made by the Authority to a Paying Agent. Section 403 -Redemotion Other Than at Authoritv's Election or Direction. Whenever by the terms of subparagraph (b) of paragraph (3) of Section
604 the AL4SKd MUNICIPAL BOND BANK AlJTI.IORIP/General Bond ResolulionlRevised 8/21/93N6al Page 22
Trustee is required to redeem Bonds, the Trustee shall select the Bonds to be redeemed, give the notice of redemption and pay the Redemption Price thereof, together with interest accrued
to the redemption date, to itself and the appropriate Paying Agents in accordance with the terms of this Article IV and, to the extent applicable, the provisions of subparagraph (b)
of paragraph (3) of Section 604. Section 404 -Selection of Bonds to be Redeemed bv Lot. In the event of redemption of less than all ofthe Outstanding Bonds of a Series of like maturity,
Bonds shall be redeemed by lot by such method as the Trustee deems equitable. Section 405 -Notice of Redemption. When the Trustee shall receive notice from the Authority of its election
or direction to redeem Bonds pursuant to Section 402, and when redemption of Bonds is required by this Resolution pursuantto Section 403, the Trustee shall give notice, in the name of
the Authority, of the redemption of such Bonds, which notice shall specify the Series and maturities of the Bonds to be redeemed, the redemption date and the place or places where amounts
due upon such redemption will be payable and, if less than all of the Bonds of any maturity are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds so
to be redeemed, and, in the case of registered Bonds to be redeemed in part only, such notice shall also specify the respective portions of the principal amount thereof to be redeemed.
Such notice shall further state that on such date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified
portions of the principal thereof in the case of registered Bonds to be redeemed in part only, together with interest accrued to the redemption date, and that from and after such date
interest thereon shall cease to accrue and be payable. Such notice shall be given by publication once a week for at least two (2) successive weeks in an Authorized Newspaper, the first
such publication to be not less than thirty (30) days nor more than sixty (60) days priorto the redemption date. In case, by reason of the temporary or permanent suspension of publication
of any newspaper, or by reason of any other cause, it shall be impossible to make publication of any required notice as herein provided, then such publication or other ALASKP MUNICIPAL
BOND BANK AUTHORITY General Bond Resolulion/Revised 8/21/93/(6a) Page 23
notice in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice, provided that such publication or other notice shall,
so far as may be possible, approximate the terms and conditions of the publication in lieu of which it is given. TheTrustee shall also mail a copy of such notice, postage prepaid, not
less than thirty (30) days before the redemption date, to the registered owners of any Bonds or portions of Bonds which are to be redeemed, at their last addresses, if any, appearing
upon the registry books, but such mailing shall not be a condition precedent to such redemption and failure so to mail any such notice shall not affect the validity of the proceedings
for the redemption of Bonds. Notwithstanding the foregoing, notice of redemption of Bonds of a Series authorized on or after November 27, 1989, which are issued in fully registered form,
shall be by mail only, not more than sixty (60) and not less than thirty (30) days before the Redemption Date, in the manner provided above fore the mailing of copies of published notices.
Section 406 -Pavment of Redeemed Bonds. Notice having been given by publication in the manner provided in Section 405, the Bonds or portions thereof so called for redemption shall become
due and payable on the redemption date so designated at the Redemption Price, plus interest accrued and unpaid to the redemption date, and, upon presentation and surrenderthereof at
the offices specified in such notice, together with, in the case of Bonds registered other than to bearer presented by other than the registered owner, a written instrument of transfer
duly executed by the registered owner or his duly authorized attorney, and, in the case of coupon Bonds, all appurtenant coupons maturing subsequent to the redemption date, such Bonds,
or portions thereof, shall be paid at the Redemption Price plus interest accrued and unpaid to the redemption date not represented by coupons for matured interest installments. All interest
installments represented by coupons which shall have matured on or priorto the redemption date shall continue to be payable to the bearers of such coupons. If there shall be drawn for
redemption less than all of a registered Bond, the Authority shall execute and the Trustee shall authenticate and deliver, upon the surrender of such Bond, without charge to the owner
thereof, for the unredeemed ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a) llD0~~U7420001lGen~ialRe10I1li~n.*pd Page 24
balance of the principal amount of the registered Bond so surrendered, at the option of the owner thereof, either coupon Bonds or registered Bonds of like Series and maturity in any
ofthe authorized denominations. If, on the redemption date, moniesfor the redemption of all the Bonds or portions thereof of any like Series and maturity to be redeemed, together with
interest to the redemption date, shall be held by the Trustee and Paying Agents so as to be available therefor on said date and if notice of redemption shall have been published as aforesaid,
then, from and after the redemption date, interest on the Bonds or portions thereof of such Series and maturity so called for redemption shall cease to accrue, and the coupons for interest
appertaining thereto maturing subsequent to the redemption date shall be void. If said monies shall not be so available on the redemption date, such Bonds or portions thereof shall continue
to bear interest until paid at the same rate as they would have borne had they not been called for redemption. ARTICLE V CUSTODY AND APPLICATION OF CERTAIN PROCEEDS OF BONDS Section
501 -A~plicationo f Certain Proceeds. (1) Each Series Resolution authorizing the issuance of a Series of Bonds, a portion of the proceeds derived from the sale of which is to be applied
to the purchase of Municipal Bonds, shall specify the name of each Governmental Unitwhich is to receive a Loan by the Authority from such proceeds and the amount of such proceeds to
be applied to the making of each such Loan which shall be the amount of each such Loan. Contemporaneously with the issuance, sale and delivery of any Series of Bonds, the Authority shall
apply the amount of the proceeds derived from the sale of such Series of Bonds, if any, as shall be specified in said Series Resolution forthe purpose of making such Loans to each of
the Governmental Units specified in the Series Resolution authorizing the issuance of such Series of Bonds. (2) Accrued interest, if any, received upon the delivery of such Series of
Bonds Bonds shall be deposited in the Interest Account. The amount received as a premium over the principal amount of such Series of Bonds, if any, upon the delivery of such Series ALASKA
AlUNlClPAL BOND BANX AUTHORITY General Bond ResolulionlRevised 8121/93/(6a) Page 25
of Bonds shall be applied as provided in the Series Resolution authorizing such Series of Bonds. (3) Any remaining proceeds derived from the sale of a Series of Bonds shall be applied
as provided in the Series Resolution authorizing such Series of Bonds. Section 502 -Loans. (1) A Loan to each Governmental Unit shall be made from the portion of the proceeds derived
from the sale of each Series of Bonds specified in the Series Resolution authorizing the issuance of such Series of Bonds and the amount of each such Loan shall be the amount specified
in such Series Resolution. All such payments made pursuant to such Series Resolution shall be subject to the provisions and restrictions of this Article V, and the Authority covenants
that it will not cause or permit to be paid from such portion of the proceeds derived from the sale of such Series of Bonds any sums except in accordance with such provisions and restrictions.
(2) The Trustee shall pay to each Governmental Unit the amount of the Loan upon receipt by the Trustee of: (a) a written requisition of the Authority signed by an Authorized Officer
stating (i) the name of the Governmental Unit to which the payment is to be made; and (ii) the amount to be paid; (b) a certificate signed by an Authorized Officer and attached to the
requisition certifying that the terms and provisions of the Loan Agreement providing for such Loan are in compliance with Section 913, and that to the knowledge of such Authorized Officer
such Governmental Unit is not in default under any of the terms or provisions of said Loan Agreement; (c) a Counsel's Opinion stating that such Municipal Bonds are valid obligations
of such Governmental Unit as required by the Act and that the Loan Agreement has been duly authorized and executed by the Governmental Unit and constitutes a valid and binding obligation
of the Governmental Unit enforceable in accordance with its terms; and ALASKA MUNICIPAL BOND BAIJA AUTHORITY General Bond ResolufionIRevised 8/21/93/(6a) Page 26
(d) such Municipal Bonds of such Governmental Unit, registered as to both principal and interest in the name of the Authority or the Trustee and delivered in accordance with the Act.
Upon receipt of such requisition, accompanying certificate, Counsel's Opinion and Municipal Bonds, the Trustee shall pay such amount directly to the Governmental Unit entitled thereto
as named in such requisition. Section 503 -Retention and Inspection of Documents. All requisitions and certificates and Counsel's Opinions and Municipal Bonds received by the Trustee,
as required in this Article V as conditions of payment may be relied upon by and shall be retained in the possession of the Trustee, subject at all times during normal business hours
to the inspection of the Authority and, after written request received by the Trustee at least five business days prior to the date of inspection, by any Holder of at least five per
cent in principal amount of the Series of Outstanding Bonds. Section 504 -Reoort. The Authority shall require a report to be made by an officer or employee of the Trustee on behalf of
the Trustee within sixty days afler the delivery of each Series of Bonds covering all receipts and all disbursements made pursuant to the provisions of this Article V in respect of such
Series of Bonds. Each such report shall be mailed by the Trustee to the Authority and, upon written request, to any Holder of at least five percent in principal amount of the Series
of Outstanding Bonds. ARTICLE VI ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 601 -Pledae. The Municipal Bonds and the Municipal Bonds Payments, the investments
thereof and the proceeds of such investments, if any, and all funds and accounts established by this Resolution to be held by the Trustee are hereby pledged and assigned for the payment
of the principal of, Redemption Price of, interest on, and Sinking Fund Installments for, the Bonds in accordance with the terms and provisions of this Resolution, subject only to the
provisions of this Resolution permitting the application thereof for the purposes and on the terms and conditions set AL4SXA MUNICIPAL BOND BANK AUThORlN General Bond ResolutionlRevised
8/21/93/(6a) Page 27
forth in this Resolution. Subject to the provisions of Section 805 hereof, this pledge shall be valid and binding from and after the date of adoption of this Resolution, and the Municipal
Bonds and the Municipal Bonds Payments and all other monies and securities in the funds and accounts established by this Resolution to be held by the Trustee hereby pledged shall immediately
be subject to the lien of such pledge without any further act, and such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise
against the Authority, regardless of whether such parties have notice thereof. Section 602 -Establishment of Funds and Accounts. (1) The Alaska Municipal Bond Bank Authority Debt Service
Fund (the "Debt Service Fund") is hereby established and shall be maintained and held by the Trustee pursuant to the provisions of this Resolution. There is hereby created and established
in the Debt Service Fund an "Interest Account," a "Principal Account" and a "Redemption Account" each of which shall be held by the Trustee. Amounts in the lnterest Account, the Principal
Account and the Redemption Account shall be used solely for the purpose of paying the principal of, Redemption Price of, interest on and Sinking Fund Installments for, the Bonds and
of retiring such Bonds at or prior to maturity in the manner provided herein and in any Series Resolution. Amounts deposited in the Interest Account and the Principal Account shall be
disbursed and applied by theTrustee at the times and in the manner provided in this Article VI and in paragraph (3) of Section 203. (2)There is hereby established within the Alaska Municipal
Bond Bank Authority Reserve Fund created by Section 44.58.270 of the Act, a 1976 General Bond Resolution Reserve Account (the "Reserve Fund") which shall be maintained and held by the
Trustee pursuant to the provisions of this Resolution. There is hereby established within the Reserve Fund a Special Account which shall be held by the Trustee. (3) There is also also
established an Operating Fund which shall be held by the Authority pursuant to the provisions of this Resolution. Section 603 -Reserve Fund. (IO)n or before the first day of each month,
ALASKA MUlvlClPAL BOND BANK AUTHORIN General Bond ResolulionIRevised 8121193/(6a)
the Trustee shall set aside from amounts in the Reserve Fund derived from income or interest earned and profits realized by the Reserve Fund due to the investment thereof, an amount
which, when added to the amounts theretofore set aside for such purpose and not paid into the lnterest Account, will on such day be equal to the unpaid interest on the Reserve Fund Obligations
accrued and to accrue to the last day of such month. If the Trustee so determines, said amounts may be deposited in an account which the Trustee may create in the Reserve Fund underthe
name of "Reserve Fund Obligations lnterest Account". On or before each interest payment date of the Reserve Fund Obligations, said amounts shall be deposited in the lnterest Account.
(2) On or before each principal payment date and Sinking Fund Installment payment date of Reserve Fund Obligations, the Trustee shall withdraw from amounts in the Reserve Fund other
than amounts in the Special Account and deposit in the Principal Account, an amount which, when added to the amount then on deposit in the Principal Account and derived from sources
otherthan Municipal Bonds Payments, will be equal to the Principal installment of the Reserve Fund Obligations falling due on such date. (3) On or before the first day of each calendar
quarter, after complying with the provisions of paragraphs (1) and (2) above to the extent required by such date, the Trustee shall withdraw from the Reserve Fund, any amount remaining
therein derived from income or interest earned and profits realized by the Reserve Fund due to the investment thereof, and pay over said amount to the Authority for deposit in the Operating
Fund but only to the extent that there remains after such withdrawal an amount in the Reserve Fund at least equal to the Required Debt Service Reserve and an amount in the Special Account
not less than two-thirds (213) of the Required Debt Service Reserve. (4) The Authority shall pay into the Reserve Fund (i) monies made available by the State and paid to the Authority
for the purpose of the Alaska Municipal Bond Bank Authority Reserve Fund created by Section44.58.270 of the Act in the amount provided by a Series Resolution; (ii) all monies paid to
the Authority pursuant to the Act for the ALASKA MUNICIPAL BOND BANK AUTHORiJY General Bond Resolution/Revised 8/21/93/(6a)
liDocSU7420001iGeneralRe10I111~n~~ Page 29
purpose of restoring the Reserve Fund to the amount of the Required Debt Service Reserve; (iii) such portion of the proceeds of sale of Bonds, if any, as shall be provided by any Series
Resolution; and (iv) any other monies which may be made available to the Authority for the purposes of the Reserve Fund from any other source or sources. The Trustee shall deposit in
the Special Account any amounts described by clause (i) above and any other amounts directed by the Authority (except amounts derived from the sale of Authority Bonds or Notes), and
any income or interest earned and profits realized due to the investment thereof. (5) In the event there shall be, on any interest payment date, a deficiency in the lnterest Account,
or, in the event there shall be, on any principal payment date or Sinking Fund Installment payment date, a deficiency in the Principal Account, the Trustee shall make up such deficiencies
from the Reserve Fund by the withdrawal of monies therefrom for that purpose and by the sale or redemption of securities held in the Reserve Fund, if necessary, in such amounts as will,
at the respective times, provide monies in the lnterest Account and Principal Account sufficient to make up any such deficiency. All amounts withdrawn from the Reserve Fund pursuant
to this paragraph shall first be withdrawn from amounts in the Special Account. Section 604 -lnterest Account. Principal Account and Redemption Account. (1) Except as otherwise provided
in paragraph (3) of Section 203, the Trustee shall deposit Municipal Bonds lnterest Payments and any other monies available for the payment of interest in the lnterest Account upon receipt
thereof. The Trustee shall, on or before each interest payment date of the Bonds, pay, out of amounts then held for the credit of the lnterest Account, to itself and the Paying Agents,
the amounts required for the payment by it and such Paying Agents of the interest becoming due on the Bonds on such interest payment date, and such amounts so withdrawn are hereby irrevocably
pledged for and shall be applied to the payment of such interest. The Trustee shall also pay out of the lnterest Account to itself and the appropriate Paying Agents, on or before any
redemption date for Bonds being refunded by Refunding Bonds, the amount required for the payment of interest on the Bonds then to be ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond
Resolution/Revised 8/21/93/(6a) I:WoaU742oool\GeneralRe10Iulion.wpd Page 30
redeemed, to the extent not otherwise provided in this Resolution. (2) TheTrustee shall deposit Municipal Bonds Principal Payments and any other monies available for the payment of principal
in the Principal Account, upon receipt thereof. The Trustee shall, on or before each principal payment date of or sinking Fund Installment date for, the Bonds, pay, out of the monies
then held for the credit of the Principal Account, to itself and the Paying Agents, the amounts required for the payment by it and such Paying Agents of the principal or Sinking Fund
Installment due on the Bonds on such date, and such amounts so withdrawn are hereby irrevocably pledged for and shall be applied to the payment of such principal or Sinking Fund Installment.
(3) The Trustee shall establish in the redemption Account a separate subaccount for the Bonds of each Series Outstanding. (a) Any monies deposited into the Redemption Account from any
source other than pursuant to Section 606 or Section 916 shall be applied to the purchase or redemption of Bonds in a manner to be determined by the Authority in accordance with Article
IV. Any monies deposited into the Redemption Account pursuant to Section 606 shall be applied to the purchase or redemption of Reserve Fund Obligations in a manner to be determined by
the Authority in accordance with Article IV. (b) The Authority shall deposit or cause to be deposited in the Redemption Account such portion of the monies received as the proceeds of
sale or redemption of Municipal Bonds, as required by Section 916 hereof, and, upon any such deposit, shall advise the Trustee in writing of the Series of Bonds to which the same relates.
Upon receipt, such monies shall be set aside by the Trustee in the appropriate Series subaccount. Monies so held in each separate sub-account by the Trustee shall be applied to the purchase
or retirement of the Bonds of the Series in respect of which such subaccount was created as follows: (i) The Trustee shall promptly apply such monies to the purchase of Bonds of the
Series in respect of which such sub-account was created having the same maturity date or dates and in the same principal amount within each ALASKA MUNICIPAL BOND BANK AUTHORIN General
Bond ReaolutionlRevised 8/21/93/(6a) Page 31
maturity as the Municipal Bonds Principal Payments required to be made for the Municipal Bonds sold by the Authority or redeemed by the Governmental Unit at the most advantageous price
obtainable with reasonable diligence, such price, however, not to exceed the Redemption Price which would be payable on the next ensuing date on which the Bonds of the Series so purchased
are redeemable according to theirterms. The Trustee shall pay the interest accrued on the Bonds so purchased to the date of sale or redemption of the Municipal Bonds from the lnterest
account and the balance of the purchase price from the applicable sub-account in the Redemption Account, as hereinabove provided, but no such purchase shall be made by theTrustee within
the period of forty-five (45) days next preceding a date on which such Bonds are subject to redemption under the provisions of the Series Resolution authorizing the issuance thereof.
(ii) In the event the Trustee is able to purchase the requisite principal amount of Bonds from a a sub-account in accordance with and under the foregoing provisions of this subparagraph
(b) at a purchase price less than the sum of the deposits to such sub-account from the proceeds from the sale or redemption of Municipal Bonds and the applicable transfers from the lnterest
Account, upon the payment by the Trustee of the purchase price of such Bonds, the Trustee shall transfer the balance of monies remaining in such sub-account to the Authority for deposit
in the Operating Fund. (iii) In the event the Trustee is unable to purchase the requisite principal amount of Bonds the Trustee shall call for redemption on the next ensuing redemption
date such amount of Bonds of the Series in respect of which such sub-account was created having the same maturity date or dates and in the same principal amount within each maturity
as the Municipal Bonds Principal Payments required to be made for the Municipal Bonds sold by the Authority or redeemed by the Governmental Unit, as, at the Redemption Price thereof,
will exhaust said sub-account as nearly as may be. Such redemption shall be made pursuant to the provisions of Article IV hereof. The Trustee shall pay the interest ALASLA MLJIVICIPAL
BOlvD BANK AUTHORIN General Bond ResolutionlRevised 8/21/93/(6a) Page 32
accrued on the Bonds so redeemed to the date of sale or redemption of the Municipal Bonds from the Interest Account and the balance of such interest to the date of redemption of the
Bonds and the Redemption Price from the applicable sub-account. (c) The Authority may, from time to time, by written instructions direct the Trustee to make purchases under sub-paragraph
(b) above only after receipt of tenders after published notice; provided that fore tenders of Bonds of a Series authorized on or after November 27, 1989, notice need not be required.
The Authority may specify the length of notice to be given and the date on which tenders are to be accepted or may authorize the Trustee to determine the same in its discretion. All
such tenders shall be by sealed proposals and no tenders shall be considered or accepted at any price exceeding the price specified under subparagraph (b) above for the purchase of Bonds.
The Trustee shall accept tenders with the lowest price, as determined by the Trustee, and if the monies available for purchase pursuant to such tenders are not sufficient to permit acceptance
of all tenders and there shall be tenders at an equal price above the amount of monies available for purchase then the Trustee shall select by lot, in such manner as the Trustee shall
determine in its discretion, the Bonds tendered which shall be purchased. No purchase of Bonds, either on tenders or otherwise, shall be made by the Trustee within the period of forty-five
(45) days next preceding any date on which such Bonds are subject to redemption. (4) Monies set aside from time to time with the Trustee and Paying Agents for the payment of principal
or Redemption Price of, interest on and Sinking Fund Installments for, the Bonds shall be held in trust for the Holders of the Bonds and appurtenant coupons in respect of which the same
shall have been so set aside. Until so set aside forthe payment of such principal, Redemption Price, interest, and Sinking Fund Installments, all monies in such accounts shall be held
in trust for the benefit of the Holders of all Bonds at the time Outstanding equally and ratably and without any preference or distinction as between Bonds of different Series, except
that monies on deposit in the separate sub-accounts established in the Redemption Account shall be ALASKA MUNICIPAL BOND BANK AUTHORIN General Bond Resolution/Revised 8/21/93/(6a) I:\oo~U742Wol\Gener
aIResoI~II00.W Page 33
held in trust for and applied to the payment of the Bonds of the Series for which the applicable sub-account was established. Section 605 -Operatina Fund. There shall be deposited in
the Operating Fund all Fees and charges collected by the Authority or the Trustee, to the extent not otherwise encumbered or pledged, and any other monies which may be made available
to the Authority for the purposes of the Operating Fund from any other source or sources including, without limiting the generality of the foregoing, amounts transferred pursuant to
paragraph (3) of Section 603, subparagraph (b)(ii) of paragraph (3) of Section 604 and the amount received as a premium over the principal amount of a Series of Bonds, if any, to the
extent provided in the Series Resolution authorizing such Series. Monies at any time held for the credit of the Operating Fund shall be used for and applied solely to the following purposes:
(a) To pay the Administrative Expenses of the Authority; (b) To pay the fees and expenses of the Trustee and Paying Agents; (c) To pay financing costs incurred with respect to a Series
of Bonds, including fees and expenses of the attorneys, initial Trustee's and Paying Agents' fees and expenses, costs and expenses of financial consultants, printing costs and expenses,
the payment to any officers, departments, boards, agencies, divisions and commissions of, or reimbursement to, the State of any statement of cost and expense or advances rendered to
the Authority pursuantto the Act, and all other financing and other miscellaneous costs; and (d) To pay any expenses in carrying out any other purpose then authorized by the Act. All
payments for the purposes specified in paragraph (a), (b) and (d) of this section from the Operating Fund shall first be made from the portion of the amounts transferred to the Operating
Fund pursuant to paragraph (3) of Section 603 which represent income and interest earned and profits realized by the Special Account due to the investment thereof. All payments for the
purpose specified in paragraph (c) of this section from the ALASKA MUNICIPAL BOND BANK AUTHORIN General Bond ResolutionlRevised 8/21/93/(6a) I:\Do~1U7420001~Ge0elalR~s0I~Iio0.wpd Page
34
Operating Fund shall first be made from amounts transferred to the Operating Fund from amounts received as a premium over the principal amount of a Series of Bonds, if any, to the extent
provided in the Series Resolution authorizing such Series. All amounts in the Operating Fund shall be free and clear of any lien or pledge created by this Resolution but shall be held
and applied in accordance with this section. Section 606 -Reduction of Rewired Debt Service Reserve. When ever the amount of the Required Debt Service Reserve is reduced, the Trustee,
only upon the written request of the Authority signed by an Authorized Officer, shall withdraw from any amounts on deposit in the Reserve Fund other than amounts on deposit in the Special
Account and deposit in the Redemption Account any amount not exceeding the amount of such reduction of the Required Debt Service Reserve. The amount to be withdrawn from the Reserve
Fund in each instance pursuant to the provisions of this paragraph shall be determined by the Authority and the amount thereof certified to the Trustee in writing signed by an Authorized
Officer. Section 607 -Trustee's Maintenance of Records on Pavment of Bonds. I n connection with the payment, redemption or purchase of all Bonds underthe provisions of this Resolution,
the Trustee shall keep accurate records of the source of the monies used to pay, redeem or purchase such Bonds. ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 701
-Securitv for Deoosits. All monies held here-under by the Trustee shall be continuously and fully secured, for the benefit of the authority and the Holders of the Bonds by Investment
Securities of a market value not less than the amount of such monies or in such other manner as may then be required or permitted by applicable state or federal laws and regulations
regarding the security for, or granting a preference in the case of, the deposit of trust funds, except that it shall not be necessary for the Trustee or any Paying Agent to give security
for the deposit of any monies with them held in trust for the payment of the principal or Redemption Price of or interest on any Bonds, or for the Trustee to give security for any monies
which shall ALASKA MUNICIPAL BOND BANK AUTHORIN General Bond Resolution/Revlsed 8/21/93/(6a) 1:~ooc51374200011GeneralRe1o11I1on,Kpd Page 35
be represented by obligations purchased under the provisions of this Resolution as an investment of such monies. Section 702 -lnvestment of Funds and Accounts Held bv the Trustee. (
1 ) Upon the deposit of any amounts in any fund or account held by the Trustee under the provisions of this Resolution, in the manner hereinabove prescribed, the Authority may furnish
the Trustee with a schedule of dates on which it is estimated by the Authority that such monies in said fund or account will be required to be expended. The Authority may from time to
time amend the schedule so furnished.. Upon receipt of such schedule or amended schedule, the Authority may direct the Trustee to, or in the absence of receipt of such schedule or such
direction the Trustee shall, invest and reinvest in lnvestment Securities the monies in said fund or account so that the maturity date or date of redemption at the option of the holder
of such obligations shall coincide as nearly as practicable with the times at which monies are needed by the Authority to be so expended. The Authority also may direct the Trustee that
all or part of the amounts in the Interest Account and the Principal Account in the Debt Service Fund not be invested for specified periods of time. (2) Obligations purchased as an investment
of Monies in any fund or account held by the Trustee under the provisions of this Resolution shall be deemed at all times to be a part of such fund or account and the income or interest
earned, profits realized or losses suffered by a fund or account due to the investment thereof shall be retained in, credited or charged, as the case may be, to such fund or account,
except that the income or interest earned and profits realized by the Reserve Fund due to the investment thereof shall be transferred by the Trustee in accordance with and to the extent
provided by paragraphs (I)(3,) a nd (5) of Section 603. (3) In computing the amount in any fund or account held by the Trustee under the provisions of this Resolution, obligations purchased
as an investment of monies therein shall be valued at par if purchased at par or at amortized value if purchased at other than par. Amortized value, when used with respect to securities
purchased at a premium above or a discount below par, means the value as of any given date obtained ALASKA MUNICIPAL BOND BANK AUTHORIN General Bond ResolulionlRevised 8/21/93/(6a) IlDoaU742oool\Gcne
ralReso!~li00.~ Page 36
by dividing the total premium or discount at which such securities were purchased by the number of days remaining to maturity on such securities at the date of such purchase and by multiplying
the amount so calculated by the number of days having passed since the date of such purchase; and (a) in the case of securities purchased at a premium by deducting the product thus obtained
from the purchase price, and (b) in the case of securities purchased at a discount by adding the product thus obtained to the purchase price. Valuation on any particular date shall include
the amount of interest then earned or accrued to such date on any monies or investments in the Reserve Fund. (4) Except as otherwise provided in the Resolution, the Trustee shall sell
atthe best price obtainable, or present for redemption or exchange, any obligation purchased by it as an investment pursuant to this Resolution whenever it shall be requested in writing
by an Authorized Officer of the Authority to do so or whenever it shall be necessary in order to provide monies to meet any payment or transfer from the fund or account for which such
investment was made. The Trustee shall advise the Authority in writing, on or before the twentieth day of each calendar month, of the details of all investments held for the credit of
each fund and account in its custody under the provisions of this Resolution as of the end of the preceding month. (5) No part of the proceeds of any Series of Bonds or any other funds
of the Authority shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Bond to be an "arbitrage bond" as defined in subsection
(d)(2) of Section 103 of the Internal Revenue Code of 1954 pitle 26 of the United States Code] as then in effect and to be subject to treatment under subsection (d)(l) of said section
as an obligation not described in sub-section (a) of said section. Section 703 -Liability of Trustee for Investments. The Trustee shall not be liable or responsible for the making of
any investment authorized by the provisions of this article, in the manner provided in this Article, orfor any loss resulting from any such investment so made except for its own negligence
or default. ARTICLE Vlll ALASKA MUNICIPAL BOND BANK AUThORlN General Bond ResolufionlRevised 8121/93/(6a) Page 37
THE TRUSTEE AND THE PAYING AGENTS Section 801 -Appointment and Acceptance of Duties of Trustee. Rainier National Bank, Seattle, Washington is hereby appointed as Trustee for the Holders
from time to time of the Bonds and the coupons appertaining thereto; and to perform the duties assigned to the Trustee by this Resolution. The Trustee shall signify its acceptance of
the duties and obligations imposed upon it by this Resolution by executing the certificate of authentication endorsed upon the Bonds, and, by executing such certificate upon any Bond,
the Trustee shall be deemed to have accepted such duties and obligations not only with respect to the Bond so authenticated, but with respect to all the Bonds thereafter to be issued,
but only, however, upon the terms and conditions set forth in the Resolution. Section 802 -Appointment and Acceptance of Duties of Pavinq Aqents. T k Authority shall appoint one or more
Paying Agents for the Bonds of any Series in the Series Resolution authorizing such Bonds or shall appoint such Paying Agent or Paying Agents by or pursuant to a resolution of the Authority
adopted prior to the authentication and delivery of such Bonds, and may at any time or from time to time appoint one or more other Paying Agents in the manner and subject to the conditions
set forth in Section 812 for the appointment of a successor Paying Agent. The Trustee may be appointed to act as Paying Agent notwithstanding that it may then be acting in the capacity
of Trustee. Each Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by written instrument of acceptance deposited with the Authority
and the Trustee. The corporate trust offices of the Paying Agents are hereby designated as the respective agencies of the Authority for the payment of the interest on and principal or
Redemption Price of the Bonds, except that interest on all registered Bonds and the principal or Redemption Price of all registered Bonds and of all coupon Bonds registered as to principal
shall be payable at the corporate trust office of the Trustee. Section 803 -Responsibilities of Trustee and Pavinq Aqents. The recitals of fact herein and in the Bonds contained shall
be taken as the statements of the ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/91//6a) Page 38
Authority and neither the Trustee nor any Paying Agent assumes any responsibility for the correctness of the same. Neither the Trustee nor any Paying Agent shall be deemed to make any
representations as to the validity or sufficiency of this Resolution or of any Bonds or coupons issued hereunder or in respect of the security afforded by this Resolution, and neither
the Trustee nor any Paying Agent shall incur any responsibility in respect thereof. Neither the Trustee nor any Paying Agent shall be under any responsibility or duty with respect to
the issuance of the Bonds for value or the application of the proceeds thereof or the application of any monies paid to the Authority. Neither the Trustee nor any Paying Agent shall
be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies,
unless properly indemnified. Neither the Trustee nor any Paying Agent shall be liable in connection with the performance of its duties hereunder except for its own negligence or default.
Neither the Trustee nor any Paying Agent shall be under any responsibility or duty with respect to the application of any monies paid to any one of the others. Section 804 -Evidence
on Which Trustee and Pavina Aaents May Act. The Trustee and any Paying Agent shall be protected in acting upon any notice, direction, resolution, request, consent, order, certificate,
report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee and any Paying Agent may
consult with counsel, who may or may not be of counsel to the Authority, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect
of any action taken or suffered by it underthis Resolution in good faith and in accordance therewith. Whenever the Trustee or any Paying Agent shall deem it necessary or desirable that
a matter be proved or established priorto taking or suffering any action underthis Resolution, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate of an Authorized Officer, and such certificate shall be full warrant for any action taken or suffered in good
faith under the provisions of this Resolution upon the faith thereof, ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond ResolutionlRevised 8/21/93/(6a) Page 39
but in its discretion the Trustee or any Paying Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may
seem reasonable. Except as otherwise expressly provided in this Resolution, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision
hereof by the Authority to the Trustee or any Paying Agent shall be sufficiently executed if executed in the name of the Authority by an Authorized Officer. Section 805 -Compensation.
The Authority shall pay to the Trustee and to each Paying Agent from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses,
charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution,
and the Trustee and each Paying Agent shall have a lien therefor on any and all funds at any time held by it under this Resolution. The Authority further agrees to indemnify and save
the Trustee and each Paying Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its
negligence or default. Section 806 -Permitted Acts and Functions. The Trustee and any Paying Agent may become the owner of any Bonds and coupons, with the same rights it would have if
it were not such Trustee or Paying Agent. The Trustee and any Paying Agent may act as depositoryfor, and permit any of its officers or directors to act as a member of, or in any other
capacity with respect to, any committee formed to protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Resolution,
whether or not any such committee shall represent the Holders of a majority in principal amount of the Bonds then Outstanding. Section 807 -Resicmation of Trustee. TheTrustee may at
any time resign and be discharged of the duties and obligations created by this Resolution by giving not less than sixty (60) days' written notice to the Authority and publishing notice
thereof, once in an Authorized Newspaper, and such resignation shall take effect immediately upon ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond ResolutionlRevised 8/21/93/(6a) Page
40
the appointment of a successor Trustee pursuant to Section 809 hereof. Section 808 -Removal of Trustee. The Trustee shall be removed by the Authority if at any time so requested by an
instrument or concurrent instruments in writing, filed with the Trustee and the Authority, and signed by the Holders of a majority in principal amount of the Bonds then Outstanding or
their attorneys-in-fact duly authorized, excluding any Bonds held by or for the account of the Authority. Section 809 -ADDointment of Successor Trustee. In case at any time the Trustee
shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of
its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, the Authority covenants and agrees that it will
thereupon appoint a successor Trustee. The Authority shall publish notice of any such appointment made by it in an Authorized Newspaper, such publication to be made within twenty (20)
days after such appointment. If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days
after the Trustee shall have given to the Authority written notice, as provided in Section 807, or after a vacancy in the office of the Trustee shall have occurred by reason of its inability
to act, the Trustee or the Holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as
such court may deem proper and prescribe, appoint a successor Trustee. Any Trustee appointed under the provisions of this Section 809 in succession to the Trustee shall be a trust company
or bank having the powers of a trust company within or without the State, and having a capital and surplus aggregating at least Ten million Dollars ($10,000,000) if there be such a trust
company or bank willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Section 810
-Transfer of Riahts and Pro~ertvto Successor Trustee. ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a) Page 41
Any successor Trustee appointed under this Resolution shall execute, acknowledge and deliver to its predecessor Trustee,
and also to the Authority, an instrument accepting such appointment, and thereupon such successor Trustee, with-out any further act, deed or conveyance, shall become fully vested with
all monies, estates, properties, rights, powers, duties and obligations of such predecessor Trustee, with like effect as if originally named as Trustee; but the Trustee ceasing to act
shall nevertheless, on the written request of the Authority, or of the successor Trustee, execute, acknowledge and deliver such instruments of conveyance and further assurance and do
such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all the right, title and interest of the predecessor Trustee
in and to any property held by it under this Resolution, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the the trusts and conditions
herein set forth. Should any deed, conveyance or instrument in writing from the Authority be required by such successor Trustee for more fully and certainly vesting in and confirming
to such successor Trustee any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and so far as may be authorized
by law, be executed, acknowledged and delivered by the Authority. Any such successor Trustee shall promptly notify the Paying Agents of its appointment as Trustee. Section 81 1 -Meraer.
Conversion or Consolidation. Any company into which the Trustee or any Paying Agent may be merged or converted or with which it may be consolidated or any company resulting from any
merger, conversion or consolidation to which it shall be a party or any company to which the Trustee or any Paying Agent may sell or transfer all of its corporate trust business, shall
be the successor to such Trustee or Paying Agentwithout the execution or filing of any paper orthe performance of any further act, provided that such company shall be a trust company
or bank which is qualified to be a successor to the Trustee under Section 809 or which is qualified to he a successor to the Paying Agent under Section 812. Section 812 -Resianation
or Removal of the Pavina Aaents and A~pointment ALASKA MUNICIPAL BOND BANK AUTHORiN General Bond Resolulion/Revised 8/21/93/(6a) I:ioocrU742ooOl\Gcoe~aIRe~oI1I111,Kpd Page 42
of Successors. Any Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least sixty (60) days written notice to
the Authority and the Trustee. Any Paying Agent may be removed at any time by an instrument filed with such Paying Agent and the Trustee and signed by an Authorized Officer of the Authority.
Any successor Paying Agent shall be appointed by the Authority and shall be a trust company or bank having the powers of a trust company having a capital and surplus aggregating at least
Three Million Dollars ($3,000,000), and willing and able to accept the office of Paying Agent on reasonable and customary terms and authorized by law to perform all the duties imposed
upon it by this Resolution. In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver any monies held by it to its successor,
or if there be no successor then appointed, to the Trustee until such successor be appointed. In the event that for any reason there shall be a vacancy in the office of Paying Agent,
the Trustee shall act as such Paying Agent. ARTICLE IX COVENANTS OF THE AUTHORITY The Authority covenants and agrees with the Holders of the Bonds and coupons as follows: Section 901
-Payment of Bonds. The Authority shall duly and punctually pay or cause to be paid the principal or Redemption Price, if any, of every Bond and the interest thereon, at the dates and
places and in the manner provided in the Bonds and in the coupons thereto appertaining, according to the true intent and meaning thereof, and shall duly and punctually satisfy all Sinking
Fund Installments, if any, which may be established for any Series. Section 902 -Extension of Pavment of Bonds and Cou~ons. The Authority shall not directly or indirectly extend or assent
to the extension of the maturity of any of the Bonds orthe time of payment of any of the coupons or claims for interest by the purchase or funding of such Bonds, coupons or claims for
interest or by any A U S U MUNICIPAL BOND BANK AUJrfORIN General Bond ResolutionIRevised 8/21/93/(6a) Page 43
other arrangement and in case the maturity of any of the Bonds orthe time for payment of any such coupons or claims for interest shall be extended, such Bonds, coupons or claims for
interest shall not be entitled in case of any default under this Resolution to the benefit of this Resolution orto any payment out of any assets of the Authority orthe funds (except
funds held in trust forthe payment of particular Bonds, coupons or claims for interest pursuant to this Resolution) held by theTrustee or any Paying Agent, except subject to the prior
payment of the principal of all Bonds issued and Outstanding the maturity of which has not been extended and of such portion of the accrued interest on the Bonds as shall not be represented
by such extended coupons or claimsfor interest. Nothing herein shall be deemed to limit the right of the Authority to issue Refunding Bonds as provided in Section 203 and such issuance
shall not be deemed to constitute an extension of maturity of Bonds or the time of payment of any of the coupons or claims for interest. Section 903 -Offices for Pavment of Bonds and
Cou~ons. The Authority shall at all times maintain an office or agency where Bonds and coupons may be presented for payment as provided in Section 802. Section 904 -Further Assurances.
At any and all times the Authority shall, so far as it may be authorized or permitted by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions,
acts, deeds, conveyances, assignments, transfers and assurances as may be necessaryor desirable forthe better assuring, conveying, granting, assigning, confirming and effecting all and
singular the rights, Municipal Bonds Payments, the Municipal Bonds and other monies, securities, funds and property hereby pledged or assigned, or intended so to be, or which the Authority
may hereafter become bound to pledge or assign. Section 905 -Power to Issue Bonds and Make Pledqes. The Authority is duly authorized pursuant to law to create and issue the Bonds and
to adopt this this Resolution and to pledge the Municipal Bonds Payments, the Municipal Bonds and other monies, securities, funds and property purported to be pledged by this Resolution
in the manner and to the extent provided in this Resolution. The Municipal Bonds ALASKA MUNICIPAL BOND BAlvK AUThORlN General Bond Resolulion/Revised 8/21/93/(6a) Page 44
Payments, the Municipal Bonds, and other monies, securities, funds and property so pledged are and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect
thereto priorto, or of equal rank with, the pledge created by this Resolution, except for the liens in favor of the Trustee and Paying Agents provided in Section 805 hereof, and all
corporate action on the part of the Authority to that end has been duly and validly taken. The Bonds and the provisions of this Resolution are and will be the valid and legally enforceable
obligations of the Authority in accordance with their terms. The Authority shall at all times, to the extent permitted by law, defend, preserve and protect the pledge ofthe Municipal
Bonds Payments, the Municipal Bonds and other monies, securities, funds and property pledged under this Resolution and all the rights of the Bondholders underthis Resolution against
all claims and demands of all persons whomsoever. Section 906 -General. (1)The Authority shall do do and perform or cause to be done and performed all acts and things required to be
done or performed by or on behalf of the Authority under law and the Resolution in accordance with the terms thereof. (2) Upon the date of issuance of any of the Bonds, all conditions,
acts and things required by law and the Resolution to exist, to have happened and to have been performed precedent to and in the issuance of such Bonds shall exist, have happened and
have been performed and the issue of such Bonds, together with all other indebtedness of the Authority, shall be within every debt and other limit prescribed by the laws of the State.
(3) The Authority does hereby pledge to and agree with the Holders of the Bonds that it will not cause the State to limit or alter the rights vested by the Act in the Authority to fulfill
the terms of any agreements made with Bondholders, or in any way impair the rights and remedies of such Holders until the Bonds, together with the interest thereon, with interest on
any unpaid installments of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of such Holders, are fully met and discharged. ALASKA MUNICIPAL
BOND BANK AUTHORIW General Bond ResoLtion/Revised 8/21/93/(6a) Page 45
Section 907 -Accounts and Reoorts. (1) The Authority shall keep, or cause to be kept, proper books of record and account in which complete and correct entries shall be made of its transactions
relating to all Municipal Bonds Payments, Municipal Bonds, the Fees and Charges and all funds and accounts established by this Resolution, which shall at all reasonable times be subject
to the inspection of the Trustee or the Holders of an aggregate of not lass than five per cent (5%) in principal amount of Bonds then Outstanding or their representatives duly authorized
in writing. (2) The Authority shall annually, on or before the last day of December in each year, file with the Trustee a copy of an annual report and audit for the preceding Fiscal
Year, accompanied by an Accountant's Certificate, setting forth in complete and reasonable detail: (a) its operations and accomplishments; (b) its receipts and expenditures during such
Fiscal Year in accordance with the categories or classifications established by the Authority for its operating and capital outlay purposes; (c) its assets and liabilities at the end
of such Fiscal Year, including a schedule of its Municipal Bonds Payments, Municipal Bonds, Fees and Charges and the status of reserve, special or other funds and the funds and accounts
established by this Resolution; and (d) a schedule of its Bonds Outstanding and other obligations outstanding at the end of such Fiscal Year, together with a statement of the amounts
paid, redeemed and issued during such Fiscal Year. A copy of each such annual report and Accountant's Certificate shall be mailed promptly thereafter by the Authority to each Bondholder
who shall have filed his name and address with the Authority for such purpose. Section 908 -Personnel and Servicina of Proarams. (IT)h e Authority shall at all times appoint, retain
and employ competent personnel for the purpose of carrying out its respective programs and shall establish and enforce reasonable rules, regulations, tests and standards governing the
employment of such personnel at reasonable compensation, salaries, fees and charges and all persons employed by the Authority shall be qualified for their respective positions. (2) The
Authority may pay to the respective State agency, governmental unit or ALASKA MUNiClPAL BOND BANK AUTHORIN General Bond ResolotionlRevised 8/21/93/(6a) I:iDwU7420001~GeneraIResoI1ti~)n.~pd
Page 46
political subdivision of the State from the Operating Fund such amounts as are necessary to reimburse the respective State agency, governmental unit or political subdivision of the state
for the reasonable costs of any services performed for the Authority. Section 909 -Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever,
or claim or take the benefit or advantage of any stay or extension law now or at any time hereafter in force which may affect the covenants and agreements contained in this Resolution
or in any Series Resolution or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority. Section 910 -Fees and Charaes. The Authority
shall establish, make, maintain and charge such Fees and Charges to each Governmental Unit to which a Loan is made, and shall from time to time revise such Fees and Charges whenever
necessary, so that such Fees and Charges actually collected from each such Governmental Unit will at all times produce monies which, together with such Governmental Units Allocable Proportion
of other monies available underthe provisions of this Resolution, and other monies available therefor, including any grants made by the United States of America or any agency or instrumentality
thereof or by the State or any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the Operating Fund pursuant to paragraph (3) of Section 603,
will be at least sufficient: (a) To pay, as the same become due, the Governmental Unit's Allocable Proportion of the Administrative Expenses of the Authority; and (b) To pay, as the
same become due, the Governmental Unit's Allocable Proportion of the fees and expenses of the Trustee and Paying Agents. The Authority shall provide the Trustee with a schedule of the
Fees and Charges to be paid by each Governmental Unit, and of each revision thereof, and shall require each Governmental Unit to make payment of the Fees and Charges required to be paid
by it directly to the Trustee. The Trustee shall promptly advise the Authority of each AUSKA MUNICIPAL BOND BANK AUTHORIN General Bond Resolution/Revised 8/21/93/(6a) I:\Doc~U7420001lGenelilIRes0I~li
00~vd Page 47
and every failure of a Governmental Unitto make payment of Fees and Charges when due in accordance with the applicable schedule. Section 91 1 -Administration of Reserve Fund. (1) The
Authority shall establish and maintain the Reserve Fund in accordance with the provisions of this Resolution. All monies and securities held in the Reserve Fund shall be used, disbursed
and applied only in accordance with the provisions of this Resolution and for no other purpose. Monies and securities held in the Reserve Fund shall not be withdrawn therefrom at any
time in such amount as would reduce the amount in such Fund to an amount less than the Required Debt Service Reserve except in accordance with the provisions of and for the purposes
prescribed by paragraphs (I), (2) and (5) of Section 603. (2) In orderto assure the maintenance of the Reserve Fund in an amount equal to the Required Debt Service Reserve and in compliance
with the requirements of the Act, the Authority shall cause the Chairman annually, before each January I,to make and deliver to the Governor of the State and to the Legislature his certificate
stating the amount, if any, required to restore the Alaska Municipal Bond Bank Authority Reserve Fund to the amount of the Required Debt Service Reserve and a copy of such certificate
shall be promptly delivered by the Chairman to the Trustee. Monies received by the Authority from the State pursuant to such a certification, in accordance with the provisions of Section
44.58.270 of the Act shall, to the extent such certification was occasioned by the fact thatthe amount in the Reserve Fund was less than the Required Debt Service Reserve, be deposited
in the Reserve Fund, as required by paragraph (4) of Section 603. Monies received by the Authority from the State pursuant to such a certification, in accordance with the provisions
of Section 44.58.270 of the Act shall, to the extent such certification was occasioned by the fact that the amount in a fund hereafter created within the Alaska Municipal Bond Bank Authority
Authority Reserve Fund by a general bond resolution adopted pursuant to Section 912(3) was less than the Required Debt Service Reserve as therein defined, be deposited in said fund.
(3) Whenever the amount in the Reserve Fund is less than the Required Debt ALASKPi MUNICIPAL BOND BANK AUTHORIN General Bond Resolution/Revised 8/21/93/(6a) l:~D05~U7420001\GeneralResoIuIioo.*pd
Page 48
Service Reserve, the Authority shall transfer from other amounts available in the Alaska Municipal Bond Bank Authority Reserve Fund to the Trustee for deposit in the Reserve Fund the
amount required to restore the Reserve Fund to the Required Debt Service Reserve. Section 912 -Issuance of Additional Obliqations. (1) The Authority shall not subsequent to the issuance
of the initial Series of Bonds under this Resolution create or permit the creation of or issue any obligations or create any additional indebtedness which will be secured by a charge
and lien on the Municipal Bonds and the Municipal Bonds Payments or which will be payable from the Debt Service Fund or the Reserve Fund, except that additional Series of Bonds may be
issued from time to time pursuant to a Series Resolution subsequent to the issuance of the initial Series of Bonds under this Resolution on a parity with the Bonds of such initial Series
of Bonds and secured by an equal charge and lien on the Municipal Bonds and the Municipal Bonds Payments and payable equally and ratably from the Debt Service Fund and Reserve Fund forthe
purposes of (i) making Loans to Governmental Units, (ii) making payments into the Interest Account, (iii) making payments into the Reserve Fund, (iv) funding of Notes theretofore issued
by the Authority for any purposes forwhich Bonds may have been issued, (v) subject to the provisions and limitations of Section 203, the refunding of any Bonds then Outstanding, under
the conditions and subject to the limitations in this Section 912 provided, and (vi) making payments into the Operating Fund from amounts received as a premium over the principal amount
of a Series of Bonds. (2) No additional Series of Bonds shall be issued subsequent to the issuance of the initial Series of Bonds under this Resolution unless (a) the aggregate principal
amount of Bonds and Notes of the Authority outstanding at the time of issuance and delivery of such additional Bonds including the principal amount of such additional Bonds will not
exceed any limit thereon imposed by law; (b) there is at the time of the issuance of such additional Bonds no deficiency in the amounts required by this Resolution or any Series Resolution
to be paid into the ALASKA MUNICIPAL BOND BANK AUThORlPi General Bond Resolulion/Revised 8/21/93/(6a) Page 49
Debt Service Fund and into the Reserve Fund; (c) the amount of the Reserve Fund, upon the issuance and delivery of such additional Bonds and the deposit in the Reserve Fund of any amount
provided therefor in the Series Resolution authorizing the issuance of such additional Bonds, shall not he less than the Required Debt Service Reserve and the amount in the Special Account
in the Reserve Fund shall equal not less than two-thirds (213) of the Required Debt Service Reserve; and (d) the maturities of, or Sinking Fund Installments for, the additional Bonds
then being issued representing Loan Obligations, unless such additional Bonds are being issued to refund Outstanding Bonds in accordance with the provisions of Section 203, shall be
equal to the scheduled Municipal Bonds Principal Payments to be made in respect of the Loans with respect to which such additional Bonds are to be issued. (3)The Authority expressly
reserves the right to adopt one or more other general bond resolutions and reserves the right to issue Notes and any other obligations so long as the same are not a charge or lien on
the Municipal Bonds, the Municipal Bonds Payments and the Fees and Charges or payable from the Debt Service Fund or the Reserve Fund created pursuant to this Resolution. Section 913
-Loan Aqreement Provisions. No Loan shall be made by the Authority from the proceeds of the sale of Bonds, and no Bonds shall be issued by the Authority for the purpose of providing
funds with which to make a Loan, unless the Loan Agreement under which such Loan is to be made shall comply with, and no Bonds shall be issued by the Authority to fund Notes or to refund
Bonds unless the Loan Agreement under which the Loan was made from the proceeds of such Notes or Bonds, shall also comply with, the following terms, conditions, provisions and limitations:
(a) The Governmental Unit which is a party to such Loan agreement must be a Governmental Unit as defined by the Resolution and the Loan Agreement must be executed in accordance with
existing laws; (b)b)The Governmental Unit, priorto or simultaneously with the issuance of Bonds ALASKA MUNiCiPAL BOND BANK AUTHORITY General Bond ResolufionlRevised 8/21/93/(6a) I:\0oSIU7420001lGener
alRe1ol~lio~~W Page 50
of the Authority issued to make a Loan to the Governmental Unit, shall issue Municipal Bonds which are valid obligations of the Governmental Unit as required by the Act; (c) The Municipal
Bonds Interest Payments to be made by the Governmental Unit under such Loan Agreement shall be not less than the interest payments the Authority is required to make on the Loan Obligation
and shall be scheduled by the Authority in such manner and at such times (notwithstanding the dates of payment as stated in the Municipal Bonds) as to provide funds sufficient to pay
interest on the Loan Obligation as the same becomes due; (d) The Municipal Bonds Principal Payments to be made by the Governmental Unit under such Loan Agreement shall be scheduled by
the Authority in such manner and at such times (notwithstanding the dates of payment as stated in the Municipal Bonds) as to provide funds sufficient to pay the principal of the Loan
Obligation as the same matures; (e) The Governmental Unit shall be obligated to pay Fees and Charges to the Authority at the times and in the amounts which will enable the Authority
to comply with the provisions of Section 910; (f) The Governmental Unit shall agree that in the event the amounts referred to in paragraphs (c) and (d) are not paid by it to the Authority
on or before the times specified in the Loan Agreement, any money payable to the Governmental Unit by any department or agency of the State shall be withheld from such Governmental Unit
and paid over directly to the Trustee acting underthe General Bond Resolution and that the said agreement shall be full warrant, authority and direction to make such payment to any official
ofthe State responsible for such payment upon notice to such official by the Authority as provided in the Act: (g) The Authority shall not sell and the Governmental Unit shall not redeem
prior to maturity any of the Municipal Bonds with respect to which the Loan is made in an amount greaterthan the Outstanding Bonds issued with respectto such Loan which are then redeemable,
and in the event of any such sale or redemption of such Municipal Bonds, the same shall be in an amount not less than the aggregate of (i) the principal ALASKA MUNICIPAL BOND BANK AUTHORITY'
General Bond ResolulionlRevised 8/21/93/16aJ
amount of the Loan Obligation so to be redeemed, (ii) the interest to accrue on the Loan Obligation so to be redeemed to the next redemption date thereof not previously paid, (iii) the
applicable premium, if any, payable on the Loan Obligation so to be redeemed, and (iv) the costs and expenses of the Authority in effecting the redemption of the Loan Obligation so to
be redeemed; provided, however, that in the event the Loan Obligation has been refunded and the Refunding Bonds therefor were issued in a principal amount in excess of or less than the
Loan Obligation remaining unpaid at the date of issuance of such Refunding Bonds, the amount which the Governmental Unit shall be obligated to pay or the Authority shall receive under
item (i) above shall be the principal amount of such Refunding Bonds Out-standing. In the event the Loan Obligation has been refunded and the interest the Authority is required to pay
on the Refunding Bonds therefor is less than the interestthatthe Authority was required to pay on the Loan Obligation, the amount which the Governmental Unit shall be obligated to pay
or the Authority shall receive under item (ii) above shall be the amount of interest to accrue on such Refunding Bonds Outstanding. (h) The Governmental Unit shall give the Authority
at least fifty (50) days notice of intention to redeem its Municipal Bonds. Section 914-Modification of Loan Aareement Terms. The Authority shall not consent to the modification of,
or modify, the rate or rates of interest of, or the amount ortime of payment of any installment of principal of or interest on any Municipal Bonds evidencing a Loan, orthe amount ortime
of payment of any Fees and Charges payable with respect to such Loan, orthe security for or any terms or provisions of such Loan orthe Municipal Bonds evidencing the same, in a mannerwhich
adversely affects or diminishes the rights of the Bondholders; provided, however, that, in the event the Loan Obligation is being or has been refunded and the Refunding Bonds therefor
are in a principal amount in excess of or less than the principal amount of the Bonds refunded, the Authority may consent to the modification of and modify the Loan agreement relating
to such Loan and the Municipal Bonds evidencing the same, and the Municipal Bonds Payments to be made thereunder so long as such Municipal ALASKP MUNICIPAL BOND BANK AUTHORIN General
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Bonds Payments are sufficient in amount and payable at the times required for the payment of the principal of and interest on such Refunding Bonds, and further provided, however, that,
in the event the Loan Obligation has been refunded and the interest the Authority is required to pay on the Refunding Bonds issued forthe purpose of refunding such original Bonds is
less than the interest the Authority was required to pay on such original Bonds refunded by the Authority, the Municipal Bonds Interest Payments to be made by the Governmental Unit in
respect of such Loan may be reduced so that the amounts required to be paid shall be sufficient to pay interest on such Refunding Bonds Outstanding. Section 91 5 -Sale of Municipal Bonds
bv Authority. The Authority shall not sell any Municipal Bonds except as provided in subsection (g) of Section 913. Section 916 -Disposition of the Proceeds of Sale or Redemtion of Munici~al
Bonds. In the event Municipal Bonds or other obligations securing a Loan shall be sold by the the Authority or redeemed by the Governmental Unit in accordance with terms of the applicable
Loan Agreement, the Authority shall, upon such sale by the Authority or redemption by the Governmental Unit, deposit the proceeds of such sale or redemption, except an amount thereof
equal to the costs and expenses of the Authority in effecting the redemption of the Bonds to be redeemed, into the applicable sub-account or sub-accounts in the Redemption Account and
shall apply the same to the purchase, retirement or redemption of the appropriate Bonds in accordance with the provisions of this Resolution. The balance in such applicable sub-account
or subaccounts of such proceeds of sale or redemption of Municipal Bonds shall be deposited in the Operating Fund. Section 917 -Enforcement of Munici~aBl onds. The author i ty shal l
diligently enforce, and take all reasonable steps, actions and proceedings necessary forthe enforcement of, all terms, covenants and conditions of all Loan Agreements and the Municipal
Bonds evidencing Loans made by the Authority, including the prompt collection, and the giving of notice to the Commissioner of Revenue, Commissioner of Community and Regional Affairs
and the CommissionerofAdministration and any other ALASKA tdUNICIPAL BOND BANK AUTdORIN General Bond ResolurionlRevised 8/2t93/(6aJ Page 53
department or agency of the State which is custodian of any money payable to the Governmental Unit of any failure or default of the Governmental Unit in the payment of its Municipal
Bonds Payments and shall promptly transfer any such monies, upon receipt thereof, to the Trustee and, in such event, or if such monies are paid directly to the Trustee, the Trustee shall
deposit any such monies in the Principal Account and interest Account in place of said unpaid Municipal Bonds Payments or in the event deficiencies in said Accounts created by such default
shall have been made up by the Reserve Fund pursuant to paragraph (5) of Section 603, in the Reserve Fund to the extent of such deficiencies. ARTICLE X SERIES RESOLUTION AND SUPPLEMENTAL
RESOLUTIONS Section 1001 -Modification and Amendment without Consent. Notwithstanding any other provisions of this Article X, or Article XI, the Authority may adopt at any time or from
time to time Series Resolutions or Supplemental Resolutions for any one or more of the following purposes, and any such Series Resolution or Supplemental Resolution shall become effective
in accordance with its terms upon the filing with the Trustee of a copy thereof certified by an Authorized Officer: (1) To provide for the issuance of a Series of Bonds pursuant to the
provisions of this Resolution and to specify and determine such matters and things referred to in Article II of this Resolution and to prescribe the terms and conditions pursuant to
which such Bonds may be issued, paid or redeemed; (2) To add additional covenants and agreements of the Authority for the purpose of further securing the payment of the Bonds, provided
such additional covenants and agreements are not contrary to or inconsistent with the covenants and agreements of the Authority contained in this Resolution; (3) To prescribe further
limitations and restrictions upon the issuance of Bonds and the incurring of indebtedness by the Authority which are not contrary to or inconsistent with the limitations and restrictions
thereon theretofore in effect; (4) To surrender any right, power or privilege reserved to or conferred upon the AUSKA MUNlClPAL BOND BANK AUTHORITY General Bond Resolulion/Revised 8/21/93/(6a)
I : W ~ C S U ~ ~ ~ ~ O O ~ \ G C ~ O ~ ~ ~ R C ~ O ! Y I I O ~ ~ ~ ~ Page 54
Authority by the terms of this Resolution, provided that the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Authority
contained in this Resolution; (5) To confirm as further assurance any pledge under and the subjection to any lien, claim or pledge created or to be created by the provisions of this
Resolution of the Municipal Bonds and Municipal Bonds Payments or of any other monies, securities or funds; (6) To modify any of the provisions of this Resolution or any previously adopted
Series Resolution in any other respect; provided that such modifications shall not be effective until after all Bonds of any Series of Bonds Outstanding as of the date of adoption of
such Series Resolution or Supplemental Resolution shall cease to be Outstanding, and all Bonds issued under such modified resolutions shall contain a specific reference to the modifications;
(7) With the consent of the Trustee, to cure any ambiguity or defect or inconsistent provision in this Resolution or to insert such provisions clarifying matters or questions arising
under this Resolution as are necessary or desirable in the event any such modifications are not contrary to or inconsistent with this Resolution as theretofore in effect. Section 1002
-Supplemental Resolutions Effective with Consent of Bondhold--ers. The provisions of this Resolution may also be modified or amended at any time or from time to time by a Supplemental
Resolution, with the consent of Bondholders in accordance with and subject to the provisions of Article XI hereof. Section 1003 -General Provisions Relatinq to Series Resolutions and
Su~olementaRl esolutions. This Resolution shall not be modified or amended in any respect except in accordance with and subject to the provisions of this Article X and Article XI. Nothing
contained in this Article X or Article XI shall affect or limit the rights or obligations of the Authority to adopt, make, do, execute or deliver any resolution, act or other instrument
pursuant to the provisions of Section 904 or the right or obligation of the Authority to execute and deliver to the Trustee or any Paying Agent any ALASKA MUNICIPAL BOND BANK AUTHORITY
General Bond ResolutionlRevised 8121193/(6a) I I D O C S U ~ ~ ~ W O I \ G ~ O ~ ~ ~ ~ R ~ I O ~ U I ~ ( I ~ . ~ ~ ~ Page 55
instrument elsewhere in this Resolution provided or permitted to be delivered to the Trustee or any Paying Agent. A copy of every Series Resolution and Supplemental Resolution adopted
by the Authority when filed with the Trustee shall be accompanied by a Counsel's Opinion stating that such Series Resolution or Supplemental Resolution has been duly and lawfully adopted
in accordance with the provisions of this Resolution, is authorized or permitted by this Resolution and is valid and binding upon the Authority and enforceable in accordance with its
terms. The Trustee is hereby authorized to accept delivery of a certified copy of any Series Resolution or Supplemental Resolution permitted or authorized pursuant to the provisions
of this Resolution and to make all further agreements and stipulations which may be contained therein, and, in taking such action, the Trustee shall be fully protected in relying on
Counsel's Opinion that such Series Resolution or Supplemental Resolution is authorized or permitted by the provisions of this Resolution. No Series Resolution or Supplemental Resolution
changing, amending or modifying any of the rights or obligations of the Trustee or of any Paying Agent may be adopted by the Authority without the written consent of the Trustee or Paying
Agent affected thereby. ARTICLE XI AMENDMENTS Section 1101 -Powers of Amendment. Any modification or amendment of this Resolution and of the rights and obligations of the Authority and
of the Holders of the Bonds and coupons hereunder, in any particular, may be made by a Supplemental Resolution, with the written consent given as hereinafter provided in Section 1102,
(a) of the Holders of at least two-thirds in principal amount of the Bonds Outstanding at the time such consent is given, or (b) in case less than all of the several Series of Bonds
then Outstanding are affected by the modification or amendment, of the holders of at least two-thirds in principal amount of the Bonds of each Series so affected and Outstanding at the
time such consent consent is given; provided, however, that ALASKA MUNICIPAL BOND BANK AUTHORIN General Bond Resolution/Revised 8/21/93/(6a) Page 56
such modification or amendment shall not (i) permit a change in the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon
or Sinking Fund Installment therefor, (ii) or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon, or (iii) a reduction of the percentage
of the Holders of which is required to effect any such modification or amendment, or (iv) permit the creation of any lien prior to or on a parity with the lien created by this Resolution
(except in the manner provided by this Resolution) or deprive the holders of the Bonds of the lien created by this Resolution, without the consent of the Holders of all the Bonds Outstanding
or of the Series of Bonds affected by such modification or amendment. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment of this
Resolution if the same adversely affects or diminishes the rights of the Holders of Bonds Bonds and coupons of such Series. Section 1102 -Consent of Bondholders. The Authority may at
any time adopt a Supplemental Resolution making a modification or amendment permitted by the provisions of Section 1101 to take effect when and as provided in this Section. A copy of
such Supplemental Resolution (or brief summary thereof or reference thereto in form approved by the Trustee) together with a request to Bondholders for their consent thereto in form
satisfactory to the Trustee, shall promptly after adoption be mailed by the Authority to Bondholders and be published at least once a week fortwo (2) successive weeks (but failure to
mail such copy and request shall not affect the validity of the Supplemental Resolution when consented to as in this Section provided). Such Supplemental Resolution shall not be effective
unless and until (a) there shall have been filed with the Trustee (i) the written consents of Holders of the percentages of Outstanding Bonds specified in Section 1 101 and (ii) a Counsel's
Opinion stating that such Supplemental Resolution has been duly and lawfully adopted and filed by the Authority in accordancewith the provisions of this Resolution, is authorized or
permitted by this Resolution, and is valid and binding upon the Authority and enforceable in accordance with its terms, and (b) a notice shall have been published as hereinafter in ALASKA
MUNICIPAL BOND BANK AUTHORITY General Bond Resoluflon/Revised 8/21/93/(6a) I:~Qocru742ooallGeneralRe10luli~n.~ Page 57
this Section 1102 provided. Each such consent shall be effective only if accompanied by proof of the holding at the date of such consent, of the Bonds with respect to which such consent
is given, which proof shall be such as is permitted by Section 1301. Any such consent shall be binding upon the Holder of the Bonds giving such consent and, anything in Section 1301
to the contrary notwithstanding, upon any subsequent Holder of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent holder thereof has notice thereof),
unless such consent is revoked in writing by the Holder of such Bonds giving such consent or a subsequent Holder thereof by filing with the Trustee, prior to the time when the written
statement of the Trustee hereinafter in this Section 1102 provided for is filed, such revocation and, if such Bonds are transferable by delivery, proof that such Bonds are held by the
signer of such revocation in the manner permitted by Section 1301. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the
Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the Holders of the required percentages of Bonds shall have filed their consents to the
Supplemental Resolution, the Trustee shall make and file with the Authority and the Trustee a written statement that the Holders of such required percentages of Bonds have filed such
consents. Such written statement shall be conclusive that such consents have been so filed. At any time thereafter notice, stating in substance that the Supplemental Resolution (which
may be referred to as a Supplemental Resolution adopted by the Authority on a stated date, a copy of which is on file with the Trustee) has been consented to by the Holders of the required
percentages of Bonds and will be effective as provided in this Section 1102, shall be given to Bondholders by the Authority by mailing such notice to Bondholders (but failure to mail
such notice shall shall not prevent such Supplemental Resolution from becoming effective and binding as in this Section I 1 02 provided) and by publishing the same at least once not
more than ninety (90) days after the holders of the required percentages of Bonds shall have filed their consents to the Supplemental Resolution and the written statement of the Trustee
hereinabove provided for is filed. The Authority shall file with ALASKA MUIVICIPAL BOlJD BANK AUTHORlPl General Bond ResolulionIRevised 8/21/93/(6a) Page 58
the Trustee proof of the publication of such notice, and, if the same shall have been mailed to Bondholders, of the mailing thereof. A transcript, consisting of the papers required or
permitted by this Section 1102 to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Resolution making such amendment or modification shall be
deemed conclusively binding upon the Authority, the Trustee, each Paying Agent and the Holders of all Bonds and coupons at the expiration of thirty (30) days afler the filing with the
Trustee of the proof of the first publication of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental
Resolution in a legal action or equitable proceeding for such purpose commenced within such thirty (30) day period; provided, however, that the Authority, the Trustee and any Paying
Agent during such thirty (30) day period and any such further period during which any such action or proceeding may be pending shall be entitled in their reasonable discretion to take
such action, or to refrain from taking such action, with respect to such Supplemental Resolution as they may deem expedient. Section 1103 -Modifications by Unanimous Consent. The terms
and provisions of this Resolution and the rights and obligations of the Authority and of the Holders of the Bonds and coupons thereunder may be modified or amended in any respect upon
the adoption and filing with the Trustee by the Authority of a copy of a Supplemental Resolution certified by an Authorized Officer and the consent of the Holders of all of the Bonds
then Outstanding, such consent to be given as provided in Section 1102, except that no notice to Bondholders either by mailing or publication shall be required provided, however, that
no such modification or amendment shall change or modify any of the rights or obligations of the Trustee or Paying Agents without the filing with the Trustee of its written assent thereto
in addition to the consent of Bondholders. Section 1104 -Mailina and Publication. (1) Any provision in this Article for the mailing of a notice or other document to Bondholders shall
be fully complied with if it is mailed postage prepaid only (i) to each registered owner of Bonds then Outstanding at his address, if any, appearing upon the registry books of the Authority,
(ii) to each AL4SKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolufion/Revised 8/21/93/(6a) Page 59
Holder of any Bond payable to bearer who shall have tiled with the Trustee an address for notices, and (iii) to the Trustee. (2) Any provisions in this Article for publication of a notice
or other matter shall require the publication thereof only in an Authorized Newspaper. Section 1105 -Exclusion of Bonds. Bonds owned or held by or for the account of the Authority shall
not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Resolution, and the Authority shall not be entitled
with respect to such Bonds to give any consent or take any other action provided for in this Resolution. At the time of any consent or other action taken under this Resolution, the Authority
shall furnish the Trustee a certificate of an authorized Officer, upon which the Trustee may rely, describing all Bonds so to be excluded. Section I 106 -Notation on Bonds. Bonds delivered
after the effective date of any action taken as in Article X or XI provided may, and if the Trustee so determines, shall, bear notation by endorsement or otherwise in form approved by
the Authority and the Trustee as to such action, and in that case upon demand of the Holder of any Bond Outstanding at such effective date and upon presentation of his Bond for such
purpose at the corporate trust office of the Trustee suitable notation shall be made on such Bond by the Trustee as to any such action. If the Authority or the Trustee shall so determine,
new Bonds so modified as in the opinion of the Trustee and the Authority to conform to such action shall be prepared and delivered, and upon demand of the Holder of any Bond then Outstanding
shall be exchanged, without cost to such Bondholder, for Bonds of the same Series and maturity then Outstanding, upon surrender of such Bonds with all unpaid coupons, if any, appertaining
thereto. AUSKA MUNlClPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a) I:~wU7420001lGeneraIRe5oi~Iioo,wpd Page 60
ARTICLE XI1 DEFAULTS AND REMEDIES Section 1201 -Trustee to Exercise Powers of Statutorv Trustee. The Trustee shall be and hereby is vested with all of the rights, powers and duties of
a trustee appointed by Bondholders pursuant to Section 44.58.310 and 320 of the Act and the right of Bondholders to appoint a trustee pursuant to Section 44.58.31 0 and 320 of the Act
is hereby abrogated pursuant to Section 44.58.220(18) of the Act. Section 1202 -Events of Default. Each of the following events is hereby declared an "event of default," that is to say;
if (a) the Authority shall default in the payment of the principal or Redemption Price of, Sinking Fund Installment for, or interest on, any Bond when and as the same shall become due
whether at maturity or upon call for redemption, or otherwise; or (b) the Authority shall fail or refuse to comply with the provisions of Section 44.58.270(g) of the Act, or such amounts
as shall be certified by the Chairman of the Authority to the Governor and to the Legislature pursuant to such pro-visions of the Act shall not be appropriated and paid to the Authority
prior to the termination of the then current State fiscal year; or (c) the Authority shall fail or refuse to comply with the provisions of the Act, other than as provided in (b) above,
or shall default in the performance or observance of any other of the covenants, agreements or conditions on its part in this Resolution, any Series Resolution, any Supplemental resolution,
or in the Bonds contained, and such failure, refusal or default shall continue for a period of forty-five (45) days after written notice thereof by the Trustee or the Holders of not
less than five percentum (5%) in principal amount of the Outstanding Bonds; provided, however, that an event of default shall not be deemed to exist under the provisions of clause (c)
above upon the failure of the Authority to make and collect Fees and Charges required to be made and collected by the provisions of this Resolution or upon the failure of the Authority
to enforce any obligation undertaken by a Governmental Unit pursuant to a Loan Agreement including the making of the stipulated Municipal Bonds Payments so long AUSKA MUNICIPAL BOND
BANKAUTHORI7Y General Bond ResolutionlRevised 81211931(6a) I:iomU742OoOl\GencraIRes~!~Ii0n.~ Page 61
as the Authority may otherwise directed by law and so long as the Authority shall be provided with monies from the State or otherwise, other than withdrawals from or reimbursements of
the Reserve Fund, sufficient in amount to pay the principal of and interest on all Bonds as the same shall become due during the period for which the Authority shall be directed by law
to abstain from making and collecting such Fees and Charges and from enforcing the obligations of a Governmental Unit under the applicable Loan Agreement. Section 1203 -Remedies. (1)
Upon the happening and continuance of any event of default specified in paragraph (a) of Section 1202, the Trustee shall proceed, or upon the happening and continuance of any event of
default specified in paragraphs (b) and (c) of Section 1202, the Trustee may proceed, and upon the written request of the Holders of not less than twenty-five percentum (25%) in principal
amount of the Outstanding Bonds shall proceed, in its own name, to protect and enforce its rights and the rights of the Bondholders by such of the following remedies, as the Trustee,
being advised by counsel, shall deem most effectual to protect and enforce such rights: (a) by mandamus or other suit, action or proceeding at law or in equity, enforce all rights of
the Bondholders, including the right to require the Authority to make and collect Fees and Charges and Municipal Bonds Payments adequate to carry out the covenants and agreements as
to, and pledgeof, such Fees and Charges and Municipal Bonds Payments, and other properties and to require the Authority to carry out any other covenant or agreement with Bondholders
and to perform its duties underthe Act; (b) by bringing suit upon the Bonds; (c) by action or suit in equity, require the Authority to account as if it were the trustee of an express
trust for the holders of the Bonds; (d) by action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds; (2) Upon
the occurrence of an event of default under Section 1202(a), unless the principal of all the Bonds shall have already become due and payable, the Trustee, by ALASKA MUNICIPAL BOND BANK
AUTHORITY General Bond Resolution/Revlsed 8/21/93/(6a) Page 62
notice in writing to the Authority, may, and upon the written request of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time outstanding, shall,
in accordance with the provisions of the Act, declare the principal of all the Bonds then outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable, anything in this Resolution or in the Bonds contained to the contrary notwithstanding. This provision,
however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment
of the monies due shall have been obtained or entered, the Authority shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration
and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal atthe rate borne by the respective Bonds, and the reasonable
expenses of the Trustee, and any and all other defaults known to the Trustee (otherthan in the payment of principal of and interest on the Bonds due and payable solely by reason of such
declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every
such case, the holders of at least a majority in aggregate principal amount of the Bonds then outstanding, by written notice to the Authority and to the Trustee, may, on behalf of the
holders of all of the bonds, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair or exhaust any right or power consequent thereon. (3) In the enforcement of any remedy under this Resolution, the Trustee shall be entitled to sue
for, enforce enforce payment on and receive any and all amounts then or during any default becoming, and at any time remaining, due from the Authority for principal, Redemption Price,
interest or otherwise, under any provision of this Resolution or a Series Resolution or of the Bonds, and unpaid, with interest on overdue ALASKA MUNICIPAL BOND BANI( AUTHORIN General
Bond Resolubon/Revised 8/21/93/(6a) Page 63
payments at the rate or rates of interest specified in such Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds, without
prejudice to any other right or remedy of the Trustee or of the bondholders, and to recover and enforce a judgment or decree against the Authority for any portion of such amounts remaining
unpaid, with interest, costs and expenses, and to collect from any monies available for such purpose, in any manner provided by law, the monies adjudged or decreed to be payable. Section
1204 -Prioritv of Pavments After Default. During the continuance of an Event of Default, in the event that the funds held by the Trustee and Paying Agents shall be insufficient for the
payment of interest and principal or Redemption Price then due on the Bonds, such funds (other than funds held for the payment or redemption of particular Bonds or coupons which have
theretofore become due at maturity or by call for redemption) and any other monies received or collected by the Trustee acting pursuant to the Act and this Article XII, after making
provision for the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Holders of the Bonds, and forthe payment of the charges and expenses
and liabilities incurred and advances made by the Trustee or any Paying Agents in the performance of their respective duties under this Resolution, shall be applied as follows: (a) Unless
the principal of all of the Bonds shall have become or have been declared due and payable, FIRST: To the payment to the persons entitled thereto of ail installments of interest then
due in the order of the maturity of such installments, together with interest on overdue installments of interest and, if the amount available shall not be sufficient to pay in full
any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference; and
SECOND: To the payment to the persons entitled thereto of the unpaid principal or Redemption Price of any Bonds which shall have become due, ALASKA MUNICIPAL BOND BANK AUTHORIN General
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whether at maturity or by call for redemption, in the order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then
to the payment thereof ratably, according to the amounts of principal or Redemption Price due on such date, to the persons entitled thereto, without any discrimination or preference.
(b) If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal and interest then due and unpaid upon the Bonds together
with interest on overdue installments of interest without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any
other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without
any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds and coupons. The provisions of this Section 1204 are in all respects
subject to the provisions of Section 902. Whenever monies are to be applied by the Trustee pursuant to the provisions of this Section, such monies shall be applied by the Trustee at
such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such monies available for application and the likelihood
of additional money becoming available for such application in the future; the deposit of such monies with the Paying Agents, or otherwise setting aside such monies in trust for the
proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the Authority, to any Bondholder or to any other person for
any delay in applying any such monies, so long as the Trustee acts with reasonable diligence, having due regard for the circumstances, and ultimately applies the same in accordance with
such provisions of this Resolution as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such monies, it shall
fix the date (which shall be an interest payment date ALASKA MUNICIPAL BOND BANK AUTHORIN General Bond Resolution~Revised8 /21/93/(6a) Page 65
unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall
cease to accrue. The Trustee shall give such notice as it may deem appropriate for the fixing of any such date. The Trustee shall not be required to make payment to the Holder of any
unpaid coupon or any Bond unless such coupon or such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Interest on overdue installments
of interest shall be equal to the rate on the Bond as to which the interest installment is overdue. Section 1205 -Termination of Proceedinqs. In case any proceeding taken by the Trustee
on account of any event of default shall have been discontinued or abandoned for any reason, then in every such case the Authority, the Trustee and the Bondholders shall be restored
to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no such proceeding had been taken. Section
1206 -Bondholders' Direction of Proceedinqs. Anything in this Resolution to the contrary notwithstanding, the Holders of the majority in principal amount of the Bonds then Outstanding
shall have the right by an instrument or concurrent instruments in writing executed and delivered
to the Trustee, to direct the method of conducting all remedial proceedings to be taken by the Trustee hereunder, provided that such direction shall not be othewise then in accordance
with law or the provisions of this Resolution, and that the Trustee shall have the right to decline to following any such direction which in the opinion of the Trustee would be unjustly
prejudicial to Bondholders not parties to such direction. Section 1207 -Limitation on Riahts of Bondholders. No Holder of any Bond shall have any right to institute any suit, action,
mandamus or other proceeding in equity or at law hereunder, or for the protection or enforcement enforcement of any right under this Resolution or any right under law unless such Holder
shall have given to the Trustee written notice of the event of default or breach of duty on account of which such suit, action or proceeding is to be taken, and unless the Holders of
not less than twenty-five ALASKA MUNICIPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a) I:14ocsU742ooollGeneralRes0I~Ii0n~wpd Page 66
percentum (25%) in principal amount of the Bonds then Outstanding shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case
may be, shall have occurred, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or granted under the law or to institute
such action, suit or proceeding in its name and unless, also, there shall have been offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities
to be incurred therein or thereby and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity
are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers underthis Resolution or for any other remedy hereunder
or under law. It is understood and intended that no one or more Holders of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb
or prejudice the security of this Resolution, or to enforce any right hereunder or under law with respect to the Bonds or this Resolution, except in the manner herein provided, and that
all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Holders of the Outstanding Bonds and coupons. Notwithstanding
the foregoing provisions of this Section or any other provisions of this Article XII, the obligation of the Authority shall be absolute and unconditional to pay the principal or Redemption
Price of and interest on the Bonds to the respective Holders thereof and the coupons pertaining thereto at the respective due dates thereof, and nothing herein shall affect or impair
the right of action, which is absolute and unconditional, of such Holders to enforce such payment. Section 1208 -Possession of Bonds bv Trustee Not Reauired. All rights of action under
this Resolution or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the coupons appertaining thereto or the production
thereof on the trial or other proceeding relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders
of such Bonds and coupons, ALASKPI MUNICIPAL BOND BANK AUTHORIN General Bond Resolulion/Revised 8/21/931(6a) Page 67
subject to the provisions of this Resolution. Section 1209 -Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the holders of the Bonds is intended
to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing
at law or in equity, or by statute. Section 1210 -No Waiver of Default. No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Resolution
to the Trustee and the Holders of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. Section 121 1 -Notice of Event of Default. The
Trustee shall give to the Bondholders notice of each event of default hereunder known to the Trustee within ninety (90) days after knowledge of the occurrence thereof, unless such event
of default shall have been remedied or cured before the giving of such notice; provided that, except in the case of default in the payment of the principal or Redemption Price of or
interest on any of the Bonds, or in the making of any payment required to be made into the Debt Service Fund or the Reserve Fund, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee, or a trust committee of directors or responsible officers of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Bondholders. Each such notice of event of default shall be given by the Trustee by mailing written notice thereof: (I) to all registered Holders
of Bonds, as the names and addresses of such holders appear upon the books for registration and transfer of Bonds as kept by the Trustee; (2) to such Bondholders as have filed their
names and addresses with the Trustee for that purpose; and (3) to such other persons as is required by law. ARTICLE Xlll ALASKA MUNICIPAL BOlvD BAlvK AUTHORITY General Bond Resolution/Revised
8/21/93/(6a) Page 68
EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOFS OF OWNERSHIP OF BONDS Section 1301 -Evidence of Siqnatures of Bondholders and Ownershi~of Bonds. Any request, direction, consent, revocation
of consent, or other instrument in writing required or permitted by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar
tenor, and may be signed or executed by such Bondholders in person or by their attorneys or agents appointed by an instrument in writing for that purpose. Proof of the execution of any
such instrument, or of any instrument appointing any such attorney or agent, and of the holding and ownership of Bonds shall be sufficient for any purpose of this Resolution (except
as otherwise herein provided), if made in the following manner: (a) The fact and date ofthe execution by any Bondholder or his attorney oragent of any such instrument and of any instrument
appointing any such attorney or agent, may be proved by delivery of a certificate, which need not be acknowledged or verified, of an officer of any bank, trust company, or other depository,
by an officer of any bank, trust company, or other depository, or of any notary public, or other officer authorized to take acknowledgments. Where any such instrument is executed by
an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof
of his authority. (b) The fact of the holding of coupon Bonds by any Bondholder and the amount and the numbers of such Bonds and the date of his holding the same (unless such Bonds be
registered as to principal otherthan to bearer) may be proved by a certificate executed by an officer of any bank, trust company, or other depository, if such certificate shall be deemed
by the Trustee to be satisfactory, showing that at the date therein mentioned such person had on deposit with or exhibited to such Bank, trust company, or other depository the Bonds
described in such certificate. The Trustee may conclusively assume that such ownership continues until written notice of the contrary, is sewed upon the Trustee, the ownership of registered
Bonds shall be proved by the ALASKA MUNlClPAL BOND BANAAUTHORITY General Bond Resolulion/Revised 8/21/93/(6a) Page 69
registry books kept by the Trustee under the provisions of this Resolution. Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended
that the Trustee may accept any other evidence of the matters herein stated which may seem sufficient. Any request or consent of the Holder of any Bond shall bind every future Holder
of the same Bond in respect of anything done or suffered to be done by the Authority, the Trustee or any Paying Agent in pursuance of such request or consent. ARTICLE XIV DEFEASANCE
Section 1401 -Defeasance. 1. If the authority shall pay orcause to be paid to the Holders of all Bonds and coupons then Outstanding, the principal or Redemption Price, if any, and interest
to become due thereon, at the times and in the manner stipulated therein and in this Resolution, then, at the option of the Authority, expressed in an instrument in writing signed by
an Authorized Officer and delivered to the Trustee, the covenants, agreements and other obligations obligations of the Authority to the Bondholders shall be discharged and satisfied.
In such event, the Trustee shall, upon the request of the Authority, execute and deliver to the Authority all such instruments as may be desirable to evidence such discharge and satisfaction
and the Fiduciaries shall pay over or deliver to the Authority all money, securities and funds held by them pursuant to this Resolution which are not required for the payment or redemption
of Bonds or coupons not theretofore surrendered for such payment or redemption. 2. Bonds and coupons appertaining thereto for the payment or redemption of which monies in an amount sufficient
for such purposes as herein provided shall have been set aside and shall be held in trust by the Fiduciaries (through deposit by the Authority of funds for such payment or redemption
or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection 1 of this Section. The amount
so to be set aside and held in trust shall be the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be ALASKA
MUNICIPAL BOhO BANd AUTHORITY General Bond ResolufionlRevised 8/21/93/(6aJ
redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date
has been duly given or provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest
thereon to the redemption date, together with the redemption premium, if any. All Outstanding Bonds of any Series and all coupons appertaining to such Bonds shall prior to the maturity
or redemption date thereof be deemed to have been paid, within the meaning and with the effect expressed in subsection 1 of this Section if (a) in case any of said Bonds are to be redeemed
on any date prior to their maturity, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to give notice as provided in Article IV of this
Resolution of redemption on said date of such Bonds, (b) there shall have been deposited with the Trustee either monies in an amount which shall be sufficient or Investment Securities
described in clause (1) of the definition thereof, the principal of and the interest on which when due will provide monies which, together with the monies, if any, deposited with the
Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the
redemption date or maturity date thereof, as the case may be, and (c) in the event said Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority
shall have given the Trustee in form satisfactory to it irrevocable instructions to publish, as soon as practicable, at least twice, at an interval of not less than seven days between
publications, in an Authorized Newspaper a notice to the Holders of such Bonds and coupons that the deposit required by (b) above has been made with the Trustee and that said Bonds and
coupons are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which monies are to be available for the payment of the principal
or Redemption Price, if applicable, on said Bonds; provided that for Bonds of a Series authorized on or after November 27,1989, which are issued in fully registered form, in lieu of
publication the Trustee shall mail ALASKA MUNlClPAL BOND BANK AUTHORITY General Bond Resoluiion/Revised 8/21/93/.(6 a.) l:lD0csU7420O0t\GenemIRes0l~li0n~ymd Page 71
such notice, postage prepaid, as soon as practicable to the registered owners of the Bonds at their last addresses, if any, appearing upon the registry books. Neither the lnvestment
Securities nor the monies deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Investment Securities shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price, if applicable, and interest on said Bonds; provided that any cash received from
such principal or interest payments on such lnvestment Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable and to the extent
consistent with Section 702, be reinvested in lnvestment Securities described in clause (1) of the definition thereof maturing at times and in amounts sufficient to pay when due the
principal or Redemption Price, if applicable, and interestto become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be. 3. Anything in
this Resolution to the contrary not-withstanding, any monies held by a Fiduciary in trust for the payment and discharge of any of the Bonds or coupons which remain unclaimed for six
years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such monies were held by the Fiduciary at
such date, or for six years after the date of deposit of such monies if deposited with the Fiduciary after the said date when such Bonds became due and payable, shall, at the written
request of the Authority, be repaid by the Fiduciary to the Authority, as its absolute property and free from trust, and the Fiduciary shall thereupon be released and discharged with
respect thereto and the Bondholders shall look only to the Authority for the payment of such Bonds and coupons; provided, however, that before being required to make any such payment
to the Authority, the Fiduciary shall, at the expense of the Authority cause to be published at least twice, at an i n t e ~ aol f not less than seven days between publications, in an
Authorized Newspaper, a notice that said monies remain unclaimed and that, after a date named in said notice, which date shall be not less than 30 days after the date of the first publication
of such notice, the balance of such monies then ALASU MUNICIPAL BOND BANK AUTHORITY General Bond Resolution/Revised 8/21/93/(6a) 1:\0~~7420001\GeneralRes01~ti0n.~ Page 72
unclaimed will be returned to the Authority. (4) The references in this section to "Investment Securities described in clause (1) of the definition thereof' shall include only direct
and general obligations of the United States which are not-callable prior to the scheduled maturity in the related Escrow Agreement where the Outstanding Bonds to be deemed to be paid
upon the deposit thereof are insured by a municipal bond insurance company licensed and authorized to issue the policy in the State. ARTICLE XV MISCELLANEOUS Section 1501 -Preservation
and Inspection of Documents. All documents received by the Trustee or any Paying Agent under the provisions of this Resolution or any Series Resolution shall be retained in its possession
and shall be subject at all reasonable times to the inspection of the Authority, the Trustee or any Paying Agent and, after written request received by the Trustee at least five business
days prior to the date of inspection, by any Holder of five percent in principal amount of any Series of Outstanding Bonds, and their agents and representatives, any of whom may make
copies thereof. Section 1502 -Parties of Interest. Nothing in this Resolution or in any Series Resolution adopted pursuant to the provisions hereof, expressed or implied, is intended
to or shall be construed to confer upon or to give to any person or party other than the Authority, Trustee, Paying Agents and the Holders of the Bonds and coupons pertaining thereto
any rights, remedies or claims under or by reason of this Resolution or any Series Resolution or any covenants, conditions or stipulations thereof; and all covenants, stipulations, promises
and agreements in this Resolution and any Series Resolution contained by or on behalf of the authority shall be for the sole and exclusive benefit of the Authority, Trustee and Paying
Agents and the Holders from time to time of the Bonds and the coupons pertaining thereto. Section 1503 -No Recourse Under Resolution or on Bonds. All covenants, stipulations, promises,
agreements agreements and obligations of the Authority AUSKA MUNICIPAL BOND BAN6 AUThORIlY General Bond Resolution/Revlsed 8/21/93/(6a) Page 73
contained in this Resolution shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any member, officer or employee of the
Authority in his individual capacity, and no recourse shall be had for the payment of the principal or Redemption price of or interest on the Bonds or for any claim based thereon or
on this Resolution against any member, officer or employee of the Authority or any natural person executing the Bond. Section 1504 -Severability. If any one or more of the covenants,
stipulations, promises, agreements or obligations, provided in this Resolution on the part of the Authority, Trustee or any Paying Agent to be performed should be determined by a court
of competent jurisdiction to be contrary to law, then such covenant or covenants, stipulation or stipulations, promise or promises, agreement or agreements, obligation or obligations
shall be deemed and construed to be severable from the remaining covenants, stipulations, promises, agreements and obligations herein contained and shall in no way affect the validity
of the other provisions of this Resolution. Section 1505 -Headin~s. Any headings preceding the texts of the several Articles and Sections hereof, and any table of contents or marginal
notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect.
Section 1506 -Conflict. All resolutions or parts of resolutions or other proceedings of the Authority in conflict herewith be and the same are repealed insofar as such conflict exists.
Section 1507 -Effective Date. This Resolution shall take effect immediately upon its adoption. ALASKA MUNICIPAL BOND BANK AL~THORIN General Bond ResolutionIRevised 8/21/93//6a) Page
74
ALASKA MUNICIPAL BOND BANK RESOLUTION NO. 2004-10 A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS, 2004 SERIES D, OF THE ALASKA MUNICIPAL BOND BANK; RESCINDING
RESOLUTION NO. 2004-07, AS AMENDED; AND RELATED MATTERS. WHEREAS, the Board of Directors of the Alaska Municipal Bond Bank (the "Bank") by Resolution entitled "A Resolution Creating
And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank Authority; Providing For The Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of
And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof," adopted May 27, 1976, as amended (the "Resolution"), has created and established an issue of Bonds of
the Bank; and WHEREAS, the Resolution authorizes the issuance of said Bonds in one or more series pursuant to a Series Resolution authorizing each such series; and WHEREAS, the Board
of Directors of the Bank has determined that it is necessary and required that the Bank issue at this time time a Series of Bonds to be designated "Alaska Municipal Bond Bank General
Obligation Bonds, 2004 Series D (the "2004 Series D Bonds") to provide moneys to carry out the purposes of the Bank; BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALASKA MUNICIPAL
BOND BANK AS FOLLOWS: ARTICLE I AUTHORITY AND DEFINITIONS Section I01 -Series Resolution. This Series Resolution (the "2004 Series D Resolution") is adopted in accordance with the provisions
of the Resolution and pursuant to the authority contained in the Act. Section 102 -Definitions. In this 2004 Series D Resolution and with respect to the 2004 Series D Bonds: (1) All
capitalized terms which are defined in Article I of the Resolution shall have the same meanings, respectively, as such terms are given in Article I of the Resolution. (2) "Beneficial
Owner" shall mean the person in whose name a 2004 Series D Bond is recorded as the beneficial owner of such 2004 Series D Bond by the respective systems of Depository Trust Company and
the Depository Trust Company Participants or the registered owner of the 2004 Series D Bond if the 2004 Series D Bond is not then held in book-entry form under Section 206.
(3) "Bond Year" shall mean each one-year period that ends on an anniversary of the date of issue of the 2004 Series D Bonds. (4) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time, together with all regulations applicable thereto. (5) "Continuins Disclosure Certificate" shall mean the Continuing Disclosure Certificate executed by the
Bank and dated the date of issuance and delivery of the 2004 Series D Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. (6)
"Depositorv Trust Company" shall mean The Depository Trust Company, a limited purpose trust company organized underthe laws of the State of New York, and its successors and assigns.
(7) "Depositorv Trust Companv Participant" shall mean a trust company, bank, broker, dealer, clearing corporation and any other organization that is a participant of Depository Trust
Company. (8) "Excess Investment Earninqs" shall mean the amount of investment earnings on gross proceeds of the 2004 Series D Bonds determined by the Bank to be required to be rebated
to the United States of America under the Code. (9) "Financial Advisor" shall mean Western Financial Group, LLC. (10) "Letter of Representations" shall mean the Blanket Issuer Letter
of Representations dated May 2, 1995 from the Bank to Depository Trust Company and the operational arrangements referred to therein, a copy of which is attached hereto as Exhibit "A,"
(1 1) "Loan Aareements" shall mean the agreement by and between the Bankand the City of Adak, Alaska, and the agreement by and between the Bank and Kodiak Island Borough, each pertaining
to the repayment of the Loan to the Governmental Unit as provided for herein. (12) "2004 Series D Bonds" shall mean the Bonds authorized by Article II. Page 2
ARTICLE II AUTHORIZATION OF 2004 SERIES D BONDS Section 201 -Principal Amount. Desiqnation and Series. Pursuant to the provisions of the Resolution, a Series of Bonds designated as "Alaska
Municipal Bond Bank General Obligation Bonds, 2004 Series D" is hereby authorized to be issued in the aggregate principal amount of not to exceed $15,000,000. The Executive Director
is hereby authorized to change the designation to allow for the sale of the 2004 Series D Bonds to be combined and sold with other Bonds authorized by a Series Resolution, approved by
the Board of Directors of the Bank. Section 202 -Purposes. The purposes for which the 2004 Series D Bonds are being issued are (i) the making of Loans to a Governmental Units to the
extent and in the manner provided in Article Ill; (ii) the deposit in the lnterest Account of the amount provided in Article Ill; and (iii) the deposit in the Ordinary Account of the
amount provided in Article Ill. Section 203 -Date, Maturities and lnterest Rates. The 2004 Series D Bonds shall be dated the date the 2004 Series D Bonds are delivered to the purchaser
of the 2004 Series D Bonds, shall mature or have Sinking Fund Installments due on November 1 of each year in the principal amount for such year set forth in the table below, subject
to adjustment as provided for in this Section 203: Maturit-y Principal Maturity Principal -Date 2005 The exact principal amount of each maturity or the exact amount of each Sinking Fund
Installment, the exact principal amount of each maturity of the 2004 Series D Bonds that will be Reserve Fund Obligations, if any, and the interest rates on the 2004 Series D Bonds shall
be fixed and determined by the Executive Director or the Chairman at the time the 2004 Series D Bonds are sold pursuant to Section 210 hereof but subject to the limitations set forth
in Section 201 hereof. AMBWGenerai Obibelbn Bands. 2 w Series D Soricr Resolution NO. 2004-10 I\OoaU7421692!Setier Resolulion zo04.10 ~ 3 . ~ p d Page 3
Section 204 -Interest Payments. The 2004 Series D Bonds shall bear interest from their dated date. The first interest payment date shall be November 1,2005, thereafter, interest on the
2004 Series D Bonds shall be payable on the first day of November and May, computed on the basis of a 360-day year composed of twelve thirty-day months. Section 205 -Denominations, Numbers
and Other Desiqnation. The 2004 Series D Bonds shall be issued in reaistered form in the denomination of $5,000 or any integral multiple thereof, not exceeding the aggregate principal
amount of the 2004-series D ~onds authorized herein. The 2004 Series D Bonds shall be numbered serially with any additional designation that the Trustee deems appropriate. Section 206
-Securities Depository (1) The 2004 Series D Bonds shall be registered initially in the name of "Cede & Co.," as nominee of Depository Trust Company, and shall be issued initially in
the form of a single Bond for each maturity in the amount of such maturity. Registered ownership of the 2004 Series D Bonds, or any portions thereof, may not thereafter be transferred
except (i) to any successor of Depository Trust Company or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed
to be provided by it; (ii) to any substitute depository's successor; or (iii) to any person as provided in paragraph (4) below. (2) Upon the resignation of Depository Trust Company or
its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Bank that it is no longer in the best interest of Beneficial
Owners to continue the system of book-entry transfers through Depository Trust Company or its successors (or any substitute depository or its successor), the Bank may appoint a substitute
depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (3) In the case of any transfer pursuant
to clause (i) or or (ii) of paragraph (1) above, the Trustee shall, upon receipt of all Outstanding 2004 Series D Bonds, together with a written request of an Authorized Officer and
a supply of new 2004 Series D Bonds, authenticate a single new 2004 Series D Bond for each maturity of 2004 Series D Bonds then Outstanding, registered in the name of such successor
or such substitute depository, or its nominee, as the case may be, all as specified in such written request. (4) In the event that (i) Depository Trust Company or its successor (or substitute
depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (ii) the Bank determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Bond certificates, the ownership of 2004 Series D Bonds may then be transferred to any person or entity as provided in the Resolution and
the 2004 Series D Bonds shall no longer be held in book-entry form. An Authorized Officer shall
deliver a written request to the Trustee to issue 2004 Series D
Bonds as provided in the Resolution in any authorized denomination, together with a supply of definitive Bonds. Upon receipt of all then Outstanding 2004 Series D Bonds by the Trustee,
together with a written request of an Authorized Officer to the Trustee, new 2004 Series D Bonds shall be issued and authenticated in such denominations and registered in the names of
such persons as are requested in such written request. (5) For so long as the 2004 Series D Bonds are held in book-entry form under this Section, the Bank and the Trustee may treat Depository
Trust Company (or its nominee) as the sole and exclusive registered owner of the 2004 Series D Bonds registered in its name forthe purposes of payment of principal or Redemption Price
of and interest on such 2004 Series D Bonds, selecting such 2004 Series D Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders
under the Resolution, registering the transfer of such 2004 Series D Bonds and obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever;
and neither the Bank nor the Trustee shall be affected by any notice to the contrary. Neitherthe Bank northe Trustee shall have any responsibility or obligation to any DTC Participant,
any person claiming a beneficial ownership interest in the 2004 Series D Bonds under or through DTC or any DTC Participant, or any other person not shown on the registration books of
the Trustee as being a registered owner, with respect to the accuracy of any records maintained by DTC or any DTC Participant; the payment by DTC or any Depository Trust Companies Participant
of any amount in respect of the principal or Redemption Price of or interest on the 2004 Series D Bonds, any notice which is permitted or required to be given to Bondholders under the
Resolution, the selection by Depository Trust Company or any Depository Trust Company Participant of any person to receive payment in the event of a partial redemption of the 2004 Series
D Bonds, or any consent given or other action taken by Depository Trust Company as Bondholder. The Trustee shall pay from money available underthe Resolution all principal and Redemption
Price of and interest on 2004 Series D Bonds only to or upon the order of Depository Trust Company, and all such payments shall be valid and effective to fully satisfy and discharge
the Bank's obligations with respect to the principal or Redemption Price of and interest on the 2004 Series D Bonds to the extent of the sum or sums so paid. Section 207 -Places and
Manner of Pavment. For so long as all Outstanding 2004 Series D Bonds are registered in the name of Cede & Co. or its registered assigns, payment of principal and interest thereon shall
be made as provided in the Letter of Representations and the operational arrangements referred to therein as amended from time to time. In the event that the 2004 Series D Bonds are
no longer registered in the name of Cede & Co. or its registered assigns, (i) payment of interest on the 2004 Series D Bonds will be made by checkor draft mailed by first class mail
to the registered owner at the address appearing on the bond register of the Bank kept at the corporate trust office of the Trustee, or, upon the written request of a registered owner
of at least $1,000,000 in principal amount of 2004 Series D Bonds received at least 15 days priorto an interest payment date, by wire transfer in immediately available funds to an account
in the United States of America designated by such registered owner; and (ii) principal of the 2004 Series D Bonds will be payable at Page 5
the corporate trust office of the Trustee upon surrender of the 2004 Series D Bonds representing such principal. Both principal of and interest on the 2004 Series D Bonds are payable
in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Section
208 -Optional Redemption. The 2004 Series D Bonds maturing on or after November 1, 2015, are subject to optional redemption in whole or in part on or after November 1,2014, at a price
of 100% of the principal amountthereof to be redeemed plus accrued interest to the date of redemption. Section 209 -Mandatorv Redemption. The Executive Director or the Chairman are,
and each of them is, hereby authorized to determine whetherthe 2004 Series D Bonds will be subject to mandatory redemption. Section 210 -Sale of 2004 Series D Bonds. The Executive Director
or the Chairman is, hereby authorized to cause the Series D Bonds to be sold at public sale on a date not later than 90 days from the date of approval of this Resolution in accordance
with the form of the Official Notice of Sale and Bidding Instructions (the "Notice of Sale") attached to this Resolution as Exhibit B which is approved in substantially the form presented.
The publication of a Summary Notice of Sale by the Executive Director or the Chairman in the Bond Buyer, New York, New York on such date in advance of the date of sale of the Bonds determined
by him, as will, in his discretion, be adequate to give prospective bond purchasers adequate notice of the sale of the Series D Bonds, is hereby approved. The Executive Director or the
Chairman are, and each of them is, hereby authorized to reduce the total amount of Series D Bonds authorized to be sold and to adjust the maturities of the Series D Bonds as may be necessary
in connection with the calculation of the Required Debt Service Reserve or as may be otherwise determined to be necessary or desirable. The bid proposal of the successful bidder shall
be: (i) received at the time and place stated in the Notice of Sale of the Series D Bonds, (ii) in regular form and order and accompanied by a good faith deposit properly drawn to the
order of the Alaska Municipal Bond Bank Authority in an amount equal to 1 % of the principal amount of Series D Bonds to be sold; and (iii) the bid with the lowest true interest cost
determined pursuant to the Notice of Sale. The amount of the good faith deposit shall be in the form of a check properly drawn to the order of the Alaska Municipal Bond Bank Authority,
or a financial surety bond from an insurance company licensed to issue such bond in the State of Alaska and preapproved by the Authority. The amount of the good faith deposit received
by the Authority from the successful bidder under the terms of the Notice of Sale for the Series D Bonds shall be deposited by the Authority with such bank or banks as the Executive
Director or the Chairman shall designate in a special trust account established for that purpose. The interest earned on such deposit shall be applied in accordance with the terms of
the Notice Page 6
of Sale; provided that upon delivery of the Series D Bonds any such interest retained by the Authority shall be deposited in AMBBA's general operating fund. Section 21 1 -Official Statement.
The Executive Director or the Chairman are, and each of them is, hereby authorized to approve the final form of, and the distribution to prospective purchasers and other interested persons
of, the preliminary Official Statement of the Bank for the 2004 Series D Bonds in the form submitted to and part of the records of the meeting, with such changes as the Executive Director
or Chairman shall deem advisable. The Executive Director and the Chairman are hereby further authorized to approve the final form of the Official Statement. The distribution of the Preliminary
Official Statement and the Official Statement, as approved by the Executive Director or the Chairman, in connection with the offering of the 2004 Series D Bonds is hereby ratified, confirmed
and approved. There is hereby delegated to the Executive Director or the Chairman the power to deem the preliminary Official Statement final on behalf of the Bank for purposes of Securities
and Exchange Commission Rule 15c2-12(b)(l). ARTICLE Ill DISPOSITION OF BOND PROCEEDS Section 301 -Loan of Bond Proceeds. Upon the delivery of the 2004 Series D Bonds the Bank shall,
in accordance with ArticleV of the Resolution, apply a portion of the proceeds derived from the sale of the 2004 Series D Bonds to the making of a Loan (i) to the City of Adak, Alaska,
a Governmental Unit, in the principal amount not to exceed $1,500,000 to reimburse the Bank for an interim loan in the amount of $905,000 (such amount was to pay certain construction
costs relating to the City's boat harbor) and to pay for additional construction costs related to the boat harbor located in the City of Adak and (ii) to the Kodiak Island Borough, Alaska,
a Governmental Unit, in the principal amount not to exceed $1 1,050,000 to finance educational capital improvements located in the Kodiak Island Borough. The Bank shall also, upon delivery
of the 2004 Series D Bonds and in accordance with Article V of the Resolution, apply a portion of the proceeds derived from the sale of the 2004 Series D Bonds to deposit into the Ordinary
Account in the Reserve Fund the amount necessary to make the total amount in the Reserve Fund (including the Ordinary Account and the Special Account) equal to the Required Debt Service
Reserve after delivery of the 2004 Series D Bonds. Section 302 -Dis~ositiono f Remainder of Bond Proceeds. Upon receipt of the proceeds from the sale of the 2004 Series D Bonds, the
Bank shall pay therefrom to the Governmental Units set forth in Section 301, the amount of interest accrued, if any, on the Municipal Bonds of such Governmental Unit from the date thereof
to the date of delivery of the 2004 Series D Bonds, and the balance, if any, to the Trustee for deposit in the Page 7
Interest Account. The Bank, at the same time, shall pay the sum, if any, to theTrusteefor deposit in the Special Account in the Reserve Fund as it determines is necessary to make (i)
the amount in the Special Account equal to not less than two-thirds of the Required Debt Service Reserve afler delivery of the 2004 Series D Bonds, and (ii) the total amount in the Reserve
Fund (including the Ordinary Account and the Special Account) equal to the Required Debt Service Reserve after delivery of the 2004 Series D Bonds. The balance of the proceeds of the
sale of the 2004 Series D Bonds representing any premium received over the principal amount of the 2004 Series D Bonds after deducting the amounts to be paid for costs of issuing the
2004 Series D Bonds, amounts necessary to ensure the deposit to the Ordinary Account in the Reserve Fund equals the Required Debt Service Reserve, and after deducting the amount allocable
to the Reserve Obligations which amount shall be deposited in the Ordinary Account of the Reserve Fund, shall be deposited with the Governmental Unit and applied towards its costs of
issuance and debt service payments due and owing on the Municipal Bonds (as such term is defined in the Loan Agreements) or such other permitted purpose. ARTICLE IV EXECUTION AND FORM
OF 2004 SERIES D BONDS Section 401 -Execution and Form of 2004 Series D Bonds. The 2004 Series D Bonds shall be executed in the manner set forth in Section 303 of the Resolution. Subject
to the provisions of the Resolution, the 2004 Series D Bonds, and the Trustee's certificate of authentication, shall be of substantially the following form and tenor: ALASKA MUNICIPAL
BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTEREST RATE: MATURITY DATE: CUSlP NO: Alaska Municipal Bond Bank (herein called the "Bank"), a public body corporate and politic,
constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska, acknowledges itself indebted to. and for value
received. hereb,v ,~ romisesto .D a.v to CEDE & CO. or re"a istered assigns, the principal sum of ' MILLION HUNDRED THOUSAND and No1100 DOLLARS ($ ),on the Maturity Date specified above,
and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable November
1, 2005, and semi-annually on the 1st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal and
interest shall be made by wire transfer to the registered owner pursuant to written instructions furnished to JP Morgan Trust Company, National Association, in Los Angeles, California
(or its successor in interest), as Trustee under the General Bond Resolution of the Bank, adopted May 27,1976, as amended (herein called AfJBwOcnem Obiearlon Bonds. 2004 Series 0 Sorior
Rorabtion NO. 2004-10 I:lDwU7421692Seoer Resolution 2004.10 v3.w Page 8
the "General Resolution"), or its successor as Trustee (herein called the "Trustee"). In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be
made by check or draft mailed by first class mail to the registered owner at the address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request
of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds received at least 15 days prior to an interest payment date, by wire transfer in immediately available
funds to an account in the United States of America designated by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust
office of the Trustee. Interest shall be computed on the basis of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this Bond are payable in any
coin or currency of the United States of America which, on the respective dates of paymentthereof, shall be legal tender forthe payment of public and private debts. This Bond is a general
obligation of the Bank and is one of a duly authorized issue of Bonds of the Bank designated "Alaska Municipal Bond Bank Bonds" (herein called the "Bonds"), issued and to be issued in
various series under and pursuant to the Alaska Municipal Bond Bank Act, constituting Chapter 85, Title 44, of the Alaska Statutes (herein called the "Act"), and under and pursuantto
the General Resolution and a series resolution authorizing each such series. As provided in the General Resolution, the Bonds may be issued from time to time pursuant to series resolutions
in one or more series, in various principal amounts, may mature at different times, may bear interest at different rates and, subject to the provisions thereof, may otherwise vary. The
aggregate principal amount of Bonds which may be issued under the General Resolution is not limited except as provided in the General Resolution, and all Bonds issued and to be issued
under said General Resolution are and will be equally and ratably secured by the pledges and covenants made therein, except as otherwise expressly provided or permitted in the General
Resolution. This Bond is one of a series of Bonds issued in the aggregate principal amount of $ under the General Resolution of the Bank and a series resolution of the Bank, adopted
November -, 2004, and entitled: "A Series Resolution Authorizing the Issuance of General Obligation Bonds, 2004 Series D, of the Alaska Municipal Bond Bank; Rescinding Resolution No.
2004-07, as Amended; and Related Matters" (said resolutions being herein collectively called the "Resolutions"). Copies of the Resolutions are on file at the office of the Bank and at
the corporate trust office of the Trustee, and reference to the Resolutions and any and all supplements thereto and modifications and amendments thereof and to the Act is made for a
description of the pledges and covenants securing the 2004 Series D Bonds; the nature, extent and manner of enforcement of such pledges; the rights and remedies of the registered owners
of the 2004 Series D Bonds with respect thereto; and the terms and conditions upon which the Bonds are issued and may be issued thereunder; to all of the provisions of which the registered
owner of this Bond, by acceptance of this Bond, consents and agrees. To the extent and in the manner permitted by the terms of the Resolutions, the provisions of the Resolutions or any
resolution amendatory thereof or supplemental thereto may be modified or amended by the Bank, Page 9
with the written consent of the registered owners of at least two-thirds in principal amount of the Bonds then outstanding and, in case less than all of the several series of Bonds would
be affected thereby, with such consent of the registered owners of at leasttwo-thirds in principal amount of the Bonds of each series so affected then outstanding. The 2004 Series D
Bonds are subject to redemption prior to their respective scheduled maturities as set forth below. The 2004 Series D Bonds maturing on and after November I, 2015, are subject to redemption
on or after November I, 2014, at the option of the Bank at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date of redemption. Unless previously
redeemed pursuant to the foregoing optional redemption provision, the 2004 Series D Bonds maturing on November 1, 2 0 (the "Term Bonds") are subject to redemption on November 1 of the
following years and in the following principal amounts at 100% of the principal amount of the 2004 Series D Bonds to be redeemed plus accrued interest, if any, to the redemption date.
Term Bonds Due November 1,20-yea^ Sinkina Fund Reauirement Notice of redemption will be mailed to owners of 2004 Series D Bonds called for redemption not less than 30 days nor more than
60 days before the redemption date. Interest on any 2004 Series D Bonds called for redemption will cease on the redemption date. This Bond is transferable, as provided in the Resolutions,
only upon the books of the Bank kept for that purpose at the principal corporate trust office of the Trustee, by the registered owner hereof in person or by its attorney duly authorized
in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owneror its attorney duly authorized
in writing, and thereupon a new registered 2004 Series D Bond or Bonds in the same aggregate principal amount and of the same maturity, in authorized denominations, shall be issued to
the transferee in exchange therefor as provided in the Resolutions and upon the payment of the charges, if any, therein prescribed. The 2004 Series D Bonds are issuable in the denomination
of $5,000 or any integral multiple thereof, not exceeding the aggregate principal amount of 2004 Series D Bonds maturing in the year of maturity of the Bond for which the denomination
of the Bond is to be specified. Subject to such conditions and upon payment of such charges, if any, 2004 AMBWGenenI Obl&mn hnar. ZW4 Series 0 Series Resolution NO. 2006.10 I1DocsU7421692Sener
Resolullon 2004.10 v3.wpd Page 10
Series D Bonds, upon surrenderthereof atthe principal corporate trust office oftheTrustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered
owner or its attorney duly authorized in writing, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of registered 2004 Series D
Bonds of any other authorized denominations, of the same maturity. The Bank is obligated to pay the principal of and interest on the 2004 Series D Bonds only from revenues or funds of
the Bank, and the State of Alaska is not obligated to pay such principal of or interest on the 2004 Series D Bonds. Neither the faith and credit nor the taxing power of the State of
Alaska is pledged to the payment of the principal of or the interest on the 2004 Series D Bonds. This Bond is fully negotiable for all purposes of the Uniform Commercial Code, and each
owner of this Bond by accepting this Bond shall be conclusively considered to have agreed that this this Bond is fully negotiable for those purposes. Neither a member of the Bank nor
any person executing the 2004 Series D Bonds shall be liable personally on the 2004 Series D Bonds by reason of the issuance thereof. This Bond shall not be entitled to any benefit under
the Resolutions or be valid or become obligatory for any purpose until this Bond shall have been authenticated by the execution by the Trustee of the Trustee's Certificate of Authentication
hereon. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State of Alaska and the Resolutions to exist,
to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law
and that the issue of the 2004 Series D Bonds, together with all other indebtedness of the Bank, is within every debt and other limit prescribed by law. Page 11
IN WITNESS WHEREOF, the Alaska Municipal Bond Bank has caused this Bond to be executed in its name by the manual or facsimile signature of its Chairman and its corporate seal (or a facsimile
thereof) to be affixed, imprinted, engraved or otherwise reproduced hereon, and attested by the manual or facsimile signature of its Executive Director all as of the -day of 2004. ALASKA
MUNICIPAL BOND BANK [ S E A L ] ATTEST: Chairman Executive Director TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Resolutions
and is one of the 2004 Series D Bonds of the Alaska Municipal Bond Bank. JP MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Date of Authentication: Authorized Officer ARTICLE
V MISCELLANEOUS Section 501 -Pavina Aaent. JP Morgan Trust Company, National Association, Los Angeles, California or its successor is appointed paying agent for the 2004 Series D Bonds.
Section 502 -Arbitraae Rebate. Within 30 days after the end of every fifth Bond Year, and within 60 days of the date when all of the 2004 Series D Bonds have been retired (or at such
other time or times as may then be required by the Code and the applicable Income Tax Regulations), the Bank shall determine the Excess Investment Earnings and pay Page 12
rebate amounts due the United States of America with respect thereto, as provided in Section 148(f) of the Code and the applicable Income Tax Regulations. Section 503 -2004 Series D
Reserve Account and Debt Service Account. (1) There is hereby established as a special account in the Reserve Fund the 2004 Series D Reserve Account, for the purpose of receiving amounts
in the Reserve Fund allocable to the 2004 Series D Bonds which may be combined with other Series Reserve Accounts held in the Reserve Fund. Provided, however, such amounts and the earnings
attributable to the 2004 Series D Reserve Account shall be separately accounted for. (2) There is hereby established as a special account in the Debt Service Fund the 2004 Series D Debt
Service Account, for the purpose of receiving amounts in the Debt Service Fund allocable to the 2004 Series D Bonds. Such amounts and the earnings thereon shall be deposited and held,
and separately accounted for, in the 2004 Series D Debt Service Account. (3) All amounts in the 2004 Series D Reserve Account shall at all times be invested at a yield not in excess
of the maximum yield permitted under the Code. Section 504 -Tax Exemotion. The Bank shall not take, or omit to take, any action lawful and within its power to take, which action or omission
would cause interest on any 2004 Series D Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such 2004 Series D Bond is subject on
the date of original issuance thereof. Section 505 -Arbitraue Covenant. The Bank shall make no use or investment of the gross proceeds of the 2004 Series D Bonds which will cause the
2004 Series D Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code. To that end, so long as any of the 2004 Series D Bonds are outstanding,
the Bank, with respect to the gross proceeds of the 2004 Series D Bonds, shall comply with all requirements of said Section 148 and of all regulations of the United States Department
of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. Section 506 -Loan Aureements. The Executive Director orthe Chairman are
each hereby authorized to execute a Loan Agreement between (i) the Bank and the City of Adak, Alaska, and, (ii) the Bank and the Kodiak Island Borough, Alaska, each in the form submitted
to and part of the records of the meeting of November 3, 2004, with such changes as the Executive Director or the Chairman shall deem advisable. Section 507 -Continuinq Disclosure. The
Bank hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate attached hereto as Exhibit "B." Notwithstanding
any other provision of this 2004 Series D AMBWGeneralobl@mo Bands. 2OCd Seoer 0 Scrias Resolution NO. 2004-10 I : \ D ~ u Re)rolu~iion 2~004.~10 v~3.wpd~ ~ ~ ~ ~ ~ ~ ~ Page 13
Resolution, failure of the Bank to comply with the Continuing Disclosure Certificate shall not be considered a default of the Bank's obligations under this 2004 Series D Resolution,
the Resolution or the 2004 Series D Bonds; however, the Beneficial Owner of any Bond may bring an action for specific performance, to cause the Bank to comply with its obligations under
this Section. Section 508 -Executive Director and Chairman. The Executive Director and the Chairman are hereby authorized to execute all documents and to take any action necessary or
desirable to carry out the provisions of this 2004 Series D Resolution and to effectuate the issuance and delivery of the 2004 Series D Bonds. The authority granted in this Section 508
to the Executive Director and Chairman includes authorization to solicit commitments for a policy of insurance with respect to payment of the interest on and principal of the Bonds and
thereafter to accept such commitment which is in the best interest of the Bank. Section 509 -Rescindina Resolution No. 2004-07, As Amended. The Bank hereby rescinds the Bank's Resolution
No. 2004-07, as amended, which authorized the issuance of general obligation bonds in the amount of $2.5 million. Section 51 0 -Effective Date. This 2004 Series D Resolution shall take
effect immediately. Page 14
EXHIBIT A BLANKET ISSUER LETTER OF REPRESENTATIONS AMBWGeneral Ob$sllon Bonds. 2004 Series D Saricr Rcralulion No. 2004.10 I:\DoaU7421692!Sener Resolulion 2004.10 v3upd
Blanket Issuer Letter of Representations vo be Completed by Issuer] May 2, 1995 [Dillel ;\ttention: Undenvritine Department -Eligibilip The Depository rust Company .55 \Vater Street;
,5Oth Floor Sew York. S Y 10041-0099 Ladies and Gentlemen: This letter sets forth our understanding nith respect to all issues !the.'Securities") that Issuer shall request be made eligible
for deposit by The Depository Trust Company ("DTC"). 2 To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance nith DTC's Rules with respect to
the Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC's Operational Arrangements, as they may be amended from time to time. -Note: Very
truly yours, Schedule A contains statements that DTC believes accuratelv describe DTC. the method of effectin book ent? traisfers of securities distributed through D#C. and ALASKA MCTNICIPAL
BOND BANK certain related mattem. Received and Accepted: THE DEPOSITORY TRUST COMPANY
SCHEDULE A (To Blanket Issuer Letter of Representations) SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC-bracketed material may apply only to certain
issues) 1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities (the "Securities"). The Securities will be issued as fullyregistered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security
certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal
amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal
amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 2. DTC, the world's largest depository, is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrument from over 85 countries that DTC's
participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities
Clearing Corporation Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of
DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available
to others such as both US. and non-US. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file
with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. AML3BNGeneral Oblnslbn Bonds. 2004 Series D Scrlcs Resol~l ionN o. 2004-10 I:\DoaU7421592\Senes
Resolulion 2004.10 v 3 . W Page A-1
3. Purchases of Securities underthe DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest
of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and lndirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements
of their holdings, from the Direct or lndirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to
be accomplished by entries made on the books of Direct and lndirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited
by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The
deposit of Securities with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial
Owners. The Direct and lndirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to lndirect Participants, and by Direct Participants and lndirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment transmission
to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial owners, in the alternative.
Beneficial Owners mavwish to ~rovidteh eir names and addresses to the registrar and request that copies of thenotices be provided directly to them.] 16. Redemption notices shall be sent
to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue
to be redeemed.] 7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or or vote with respect to the Securities unless authorized by a Direct Participant in accordance
with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the AMBBiVGcncrai Obl@tan Bonds. ZCC4 Seoes D Series Rcrolulian No. 2004-70 I:WoaU7421692\Sener Rerolulion 2004.10 v3.W Page
A-2
Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will
be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt
of funds and corresponding detail information from lssuer or Agent on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such Participant and not of DTC [nor its nominee], Agent, or lssuer, subject to any statutory or regulatory requirements as may be in effect from time
to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. ((or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of lssuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners
will be the responsibility of Direct and Indirect Participants. [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant,
to [TenderIRemarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records,
to [TenderJRemarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Securities to [TenderIRemarketing] Agent's DTC account.]
10. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to lssuer or Agent. Under such circumstances,
in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. 11. lssuer may decide to discontinue use of the system
of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 12. The information in this
section concerning DTC and DTC's book-entry system has been obtained from sources that lssuer believes to be reliable, but lssuer takes no responsibility for the accuracy thereof. Page
A-3
EXHIBIT B OFFICIAL NOTICE OF SALE AND BIDDING INSTRUCTIONS $ ' ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D THE SALE Bonds Offered for Sale at Competitive Bidding.
The Alaska Municipal Bond Bank (the "Bank") is offering for sale its $ * General Obligation Bonds, 2004 Series D (the "2004 Series D Bonds"). Manner of Submission of Bids. All bids for
the 2004 Series D Bonds must be submitted in their entirety on the Grant Street Group's MuniAuction, Inc. website ("MuniAuction") located at website address "www.muniauction.com" pursuant
to this Notice between 9:30 a.m. and 10:OO a.m. Pacific Time, on -, 2004; no bid will be received after the time for receiving bids specified above. No other provider of electronic bidding
services, and no other means of delivery (i.e. telephone, telefax, telegraph, personal delivery bids, etc.) will be accepted. Bidders may change and submit bids as many times as they
like during the auction; provided, however, each submitted bid, otherthan a bidder's initial bid, must result in a lowertrue interest cost ("TIC"), when compared to the immediately preceding
bid of such bidder. The last bid submitted by a bidder before the end of the auction will be compared to all other final bids submitted by others to determine the winning bidder. During
the bidding, no bidderwill see any other bidder's bid, but each bidder will be able to see the ranking of their bid relative to other bids (e.g. 2 of 7) and whether any other bid has
been submitted for the 2004 Series D Bonds. For further information about MuniAuction, potential bidders may contact MuniAuction at (412) 391-7686 or Chip Pierce of Western Financial
Group, LLC, (503) 636-0265. If any provision of this Official Notice of Sale and Bidding lnstructions conflicts with information provided by MuniAuction, this Official Notice of Sale
and Bidding lnstructions shall control. To bid via the MuniAuction website, bidders must have both (1) completed the registration form on the MuniAuction website; and (2) requested and
received admission to the Bank's auction, both as more fully described herein under "Registration and Admission to Bid." The use of MuniAuction shall be at the bidder's risk, and the
Bank shall have no liability with respect thereto. Preliminary, subject to change. See "Adjustment of Maturities."
Bidderswill bear all risks associated with the submission of electronic bids, including but not limited to the lack of confidentiality prior to bid opening, the risk of a failed transmission
or failure of the entire bid to be received by the designated time, or any inaccuracies that may result from lack of clarity from the electronic bid. Each prospective bidder who intends
to place a bid shall be solely responsible to make necessary arrangements to access MuniAuction for purposes of submitting its bid in a timely manner and in compliance with the requirements
of this Official Notice of Sale and Bidding Instuctions. The Bank shall have no duty or obligation to provide or assure access to MuniAuction to any prospective bidder. The Bank shall
not be responsible for a bidder's failure to bid electronically or have any liability for any delays or interruptions caused by placing the bid electronically. Award of the 2004 Series
D Bonds. The Bank will award the 2004 Series D Bonds (or all bids will be rejected) before 2:00 p.m. PacificTime on , November -, 2004, to the responsible bidder complying with the terms
of this Official Notice of Sale and Bidding Instructions and offering to purchase the 2004 Series D Bonds at the lowest true interest cost to the Bank. Basis of Award. The 2004 Series
D Bonds will be awarded to the bidder whose proposal produces the lowest true interest cost. The true interest cost will be that annual interest rate, which, when compounded semiannually
and used to discount all payments of principal and interest payable on the 2004 Series D Bonds under such proposal to the date of delivery, results in an amount equal to the purchase
price for the 2004 Series D Bonds. If two or more bids provide the same lowest true interest cost, the Bank shall determine, based on the highest premium stated in said bids, which bid
shall be accepted, and such determination shall be final. Riaht of Reiection. The Bank reserves the right to reject any and all bids, to waive any irregularity or informality in any
bid, to take any actions adjourning or postponing the sale of the 2004 Series D Bonds orto take any other action that the Bank may deem to be in its best interest. In the event that
the Bank rejects all bids, notice of a new sale date, if any, will be carried on the Amendments page of the MuniAuction website. THE 2004 SERIES D BONDS Bond Details. The 2004 Series
D Bonds will be dated the date of delivery and will bear interest from their dated date, payable on November 1, 2005, and semiannually thereafter on May 1 and November 1 of each year.
Interest will be computed upon the basis of a 360 day year of twelve 30 day months. Subject to modification by the Bank as described herein, the 2004 Series D Bonds will mature on November
1 in the years and in the principal amounts, as follows: Page B-2
Maturity Date Principal [November 1) Amount 2005 $ 2006 2007 2008 2009 201 0 201 1 2012 2013 2014 Maturity Date Principal [November 1) Amount 2015 $ 2016 201 7 201 8 201 9 2020 2021
2022 2023 2024 * -Preliminary, subject to change. See "Adjustment of Maturities." Adiustment of Maturities. The Bank reserves the rightto adjust the principal amount of each maturity
as may be necessary in connection with the calculation of the Required Debt Service Reserve, sizing of the issue in order to fund the loans to the underlying borrowers, and in orderto
produce level debt service on the underlying loans. The principal amount of any maturity of the 2004 Series D Bonds shall only be adjusted in increments of $5,000. Notice of any adjustment
shall be given to the successful bidderwithin two hours after the bidder is selected. The Bank will attempt to maintain the underwriter compensation when adjusting the maturities. O~tionaDl
esiqnations of Term Bonds and Mandatorv Sinkinq Fund Redemption. Bidders have the option of specifying in their bid proposal that all of the principal amount of the 2004 Series D Bonds
scheduled in any two or more consecutive years may, in lieu of maturing in each year, be combined to comprise one or more maturities of the 2004 Series D Bonds (the "Term Bonds") scheduled
to mature in the latest year of each such combination. The Term Bonds so specified by the bidder shall be subject to mandatory sinking fund redemption at par in the principal amounts
in each year during the combined period of such Term Bonds, which would otherwise have been scheduled to mature in such years. IF no Term Bonds are designated in the successful bid,
the Bonds will mature serially without Term Bonds. Redemption Provisions. The 2004 Series D Bonds maturing on and after November 1,201 5, are subject to redemption on or after November
1,2014, at the option of the Bank at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date of redemption. Unless previously redeemed pursuant
to the foregoing optional redemption provision, the 2004 Series D Bonds maturing on November 1, 2 0 (the "Term Bonds") are subject to redemption on November 1 of the following years
and in the following principal amounts at 100% of the principal amount of the 2004 Series D Bonds to be redeemed plus accrued interest, if any, to the redemption date. AMBWGeneral ODlQalbn
Bands, 2004 Sener 0 Series Rcroivlioo No. Ioo4-lo l:\DocsU7421692!Sencr Reroluiion 2004-10 v3.wd Page B-3
Term Bonds Due 1,20-Year Sinkina Fund Reauirement Notice of redemption will be mailed to owners of 2004 Series D Bonds called for redemption not less than 30 days nor more than 60 days
before the redemption date. Interest on any 2004 Series D Bonds called for redemption will cease on the redemption date. Immobilization of the 2004 Series D Bonds. The 2004 Series D
Bonds will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") as registered owner of the 2004 Series
D Bonds, and immobilized in the custody of DTC which will act as securities depository for the 2004 Series D Bonds. A book-entry system will be employed by DTC evidencing ownership of
the 2004 Series D Bonds in principal amounts of $5,000 or any integral multiple thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant
to rules and procedures established by DTC. Principal of and interest on the 2004 Series D Bonds will be payable at maturity or on a sinking fund payment date to DTC or its nominee as
registered owner of the 2004 Series D Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC. Transfer of principal and interest
payments to beneficial owners by participants of DTC will be the responsibility of such participants and persons acting through such participants (the "Participants"), and other nominees
of beneficial owners. The Bank will not be responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, the payment by DTC or a Participant of principal
of or interest on the 2004 Series D Bonds, any notice to bondholders or any consent given or other action taken by DTC as the registered owner of the 2004 Series D Bonds. Securitvforthe
2004 Series D Bonds. The 2004 Series D Bonds are special limited obligations of the Bank payable only from revenues or funds specifically pledged for payment of debt service on the 2004
Series D Bonds. The Bank has no taxing power, the State of Alaska is not liable for payment on the 2004 Series D Bonds, and such 2004 Series D Bonds are not a debt of the State. Neither
the faith and credit nor the taxing power of the State of Alaska or the Bank is pledged for payment of the 2004 Series D Bonds. The security for the 2004 Series D Bonds is described
in the Preliminary Official Statement, the Resolution and those documents should be consulted for a complete description of the security for the 2004 Series D Bonds. Page 8-4
Bond Insurance At Bidder's Option And Expense. The Bankwill submit information to AMBAC, FSA, MBlA and XL regarding the 2004 Series D Bonds. If these institutions qualify the 2004 Series
D Bonds for insurance, bidders may elect to insure the 2004 Series D Bonds at the bidders' risk and expense. The Bank and its Trustee will enter into agreements to comply with the administrative
requirements of the bond insurer, but the Bank will not amend the bond resolutions or the loan agreements, or agree to requirements which may adversely affect the Bank. The Bank will
pay the fee for a rating from Fitchratings and Standard and Poor's Corporation, regardless of whether the 2004 Series D Bonds are insured. Failure of a bond insurer to provide insurance
for the 2004 Series D Bonds will not release the successful bidder from its obligation to purchase the 2004 Series D Bonds. If the Bank selects a bid that is based on providing insurance
on the 2004 Series D Bonds, then the Official Statement and other documents relating relating to the 2004 Series D Bonds will include such reference. However, no additional security
beyond that described in the Preliminary Official Statement will be allowed. Interest Rates and Bid Price. The 2004 Series D Bonds will be sold in one block on an "all or none" basis,
and at a price of not less than one hundred percent (100%) and not more than one hundred and five percent (105%) of the principal amount of the 2004 Series D Bonds. Bidders are invited
to name the rate(s) of interest to be borne by the 2004 Series D Bonds, provided that each rate bid must be a multiple of one-eighth (118) of one percent (1 %) or one-twentieth (1120)
of one percent (1 %). The highest interest rate bid may not exceed [6.00%]. No limitation is imposed upon bidders as to the number of rates which may be used, except that all 2004 Series
D Bonds of one maturity must bear one and the same interest rate. The bidding is permitted either with or without bond insurance at the discretion of the bidder. In either event, the
winning bid will be selected on the basis of the true interest cost to the Bank, and in all cases the insurance premium will be paid by the bidder. pTo .bid by MuniAuctio n, bidders
must first visit the MuniAuction website where, if they have never registered with MuniAuction or one of its private label websites, they can register and then request admission to bid
on the 2004 Series D Bonds. Only entities having DTC clearing arrangements and that are NASD registered broker-dealers and dealer banks, will be eligible to bid. Rules of MuniAuction.
The Rules of MuniAuction can be viewed on the MuniAuction website and are incorporated herein by reference. Bidders must comply with the rules of MuniAuction in addition to the requirements
of this Official Notice of Sale and Bidding Instructions. In the event the rules of MuniAuction conflictwith this Official Notice of Sale, this Official Notice of Sale shall prevail.
The bidder will bear all risks associated with the submission of electronic bids, including but not limited to the lack of confidentiality priorto bid opening, the risk of a failed transmission
or failure of the entire bid to be received by the designated time, or any inaccuracies that may result from lack of clarity from the electronic bid. Each prospective AMBWGcneraI Obr@eran
Bands. 2004 SeneJ D Scrior Rcraivlion No, 2004.10 kumu!37421692\5e"es Reralunon 2004-10 v3.w Page B-5
bidder who intends to place a bid shall be solely responsible to make necessary arrangements to access MuniAuction for purposes of submitting its bid electronically in a timely manner
and in compliance with the requirements of this Official Notice of Sale. The Bank shall have no duty or obligation to provide or assure access to MuniAuction to any prospective bidder.
The Bank shall not be responsible for a bidder's failure to bid electronically or have any liability for any delays or interruptions caused by placing the bid electronically. Good Faith
Deposit. A Good Faith Deposit in the amount of $ is required for the 2004 Series D Bonds. The Good Faith Deposit shall be in the form of either (i) a cashier's check or its equivalent
made payable to the "Alaska Municipal Bond Bank", or (ii) a Financial Surety Bond submitted prior to the opening of bids to the Bank in care of Western Financial Group, LLC, Suite V
#172, 333 South State Street, Lake Oswego, Oregon 97034. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Alaska
and preapproved by the Bank. The Financial Surety Bond must identify each bidder whose deposit is guaranteed by such Financial Surety Bond. If the 2004 Series D Bonds are awarded to
a bidder using a Financial Surety Bond, then that purchaser is required to submit its deposit to the Bank in the form of a cashier's check or wire transfer to such account as instructed
by the Bank in immediately available funds in an amount equal to the Good Faith Deposit not later than 3:30 p.m. PacificTime on the next business day following the award. If such deposit
is not received by that time, the Bank may draw upon the Financial Surety Bond to satisfy the deposit requirement. If a check is used as the Good Faith Deposit, the check must be delivered
to Western Financial Group, LLC, Suite V #172, 333 South State Street, Lake Oswego, Oregon 97034 by 5:00 p.m. Pacific Time on , November -, 2004. Each Good Faith Deposit in a form other
than a Financial Surety Bond shall be returned promptly if the bid is not accepted. The Good Faith Deposit of the successful bidder will be cashed by the Bank to ensure the successful
bidder's compliance with the terms of its bid and the Official Notice of Sale and Bidding Instructions, and will be applied to the purchase price on the date of delivery of the 2004
Series D Bonds. In the event the successful bidder should fail or refuse to take up and pay for the 2004 Series D Bonds in accordance with its bid, then said amount shall be accepted
by the Bank as full and complete liquidated damages. Postponement. The Bank reserves the right to postpone the sale and to set a new time for the sale either separately or at one time.
Postponement may be effected by 8:30 a.m. Pacific Time on November-, 2004 by a Statement of Postponement carried on the Amendments page of the MuniAuction website and in the Munifacts
System (the "Statement of Postponement"). At the same time or within 48 hours following the Statement of Postponement the Bank may reset a new time for the sale. The reset sale notice
may state different terms and conditions of sale and may refer to this notice for any or all terms of sale. All bidders will be deemed to have assented to the above conditions Page B-6
by submitting a bid, and lack of actual notice of the postponement or of the reset terms of sale will not be considered. Delivery. It is expected that the 2004 Series D Bonds in definitive
form will be issued and available by Fast Authenticated Securities Transfer for delivery though the facilities of DTC in New York, New York on or about 2004, and the closing of the 2004
Series D Bonds will take place on the s a m ~ i a t ein or at another location specified by the Bank. The successful bidder will be required to provide the Bank by 12:OO p.m. (noon)
Pacific Time on 2004 with information as to the initial offering price of the 2004 Series D Bonds to the pzlic (excluding bond-houses and brokers) at which a substantial amount of the
2004 Series D Bonds were sold and the insurance premium (if purchased by the bidder). Such information must be confirmed with a certificate, dated the date of closing of the 2004 Series
D Bonds, in form and substance satisfactory to Bond Counsel, showing that at least 10% of each maturity of the 2004 Series D Bonds was sold to the public at initial public offering prices
not exceeding the prices of the 2004 Series D Bonds set forth in the initial statement of such prices. There will be furnished to the successful bidder without cost, the executed 2004
Series D Bonds to be delivered (either actually or constructively) to DTC and the usual closing documents dated as of the date of delivery of and payment for the 2004 Series D Bonds,
including a certificate that there is no litigation pending or threatened affecting the validity of the 2004 Series D Bonds. The Bank will confirm to the successful bidder, by a certificate
signed on its behalf by the Executive Director or Chairman and delivered at the closing, that at the time of the acceptance of the bid, and at the time of the closing, insofar as the
Bank and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Pavment. The successful
bidder shall make full payment of the balance of the purchase price of the 2004 Series D Bonds to the Bank at the time of delivery in Federal Funds or other immediately available funds
without cost to the Bank. Tax-Exempt Status. The opinion of Wohlforth, Vassar, Johnson & Brecht, P.C., of Anchorage, Alaska, will state that, based on an analysis of existing statutes,
regulations, published rulings and judicial decisions, and assuming, among other things, compliance by the Bank with its covenants relating to certain requirements contained in the Internal
Revenue Code of 1986, as amended (the "Code"), interest on the 2004 Series D Bonds is not included in gross income
for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on
the 2004 Series D Bonds is taken into account in the Page 8-7
computation of adjusted current earnings for purposes of the federal corporate alternative minimum tax under Section 55 of the Code. For further information as to tax exemption, please
refer to the Preliminary Official Statement. Leqal Opinion. The approving opinion of Wohlforth, Vassar, Johnson & Brecht, P.C., of Anchorage, Alaska, approving the validity of the 2004
Series D Bonds, will be furnished in a reasonable quantity to the successful bidder without cost upon delivery of the 2004 Series D Bonds. CUSlP Numbers. CUSlP identification numbers
will be printed on the 2004 Series D Bonds, but neither the failure to print such number on any 2004 Series D Bonds nor any error with respect thereto shall constitute cause for the
successful bidder to fail or refuse to accept delivery of and pay for the 2004 Series D Bonds. No liability shall attach to the Bank or any officer or agent thereof, including any paying
agent or registrar for the 2004 Series D Bonds, by reason of such number or by reason of any inaccuracy, error, or omission with respect thereto. con ti nu in^ Disclosure Undertaking.
In ordertoassist bidders in complying with SEC Rule 15c2-12(b)(5), the Bank and the Municipality of Anchorage, Alaska will undertake to provide certain annual financial information,
and the Bank will undertake to provide notices of certain events with respect to the 2004 Series D Bonds, if material. A description of this undertaking is set forth in the Preliminary
Official Statement and will be setforth in the final Official Statement. Modification. The Bank reserves the right to modify any terms of this Official Notice of Sale, or the Preliminary
Official Statement by notice on the Amendments Page of the MuniAuction website and sent by the MuniFacts system no laterthan 5:00 p.m., Eastern Standard Time, on 2004 (or, in the event
of a postponement in accordance herewith, the day prior to the r ~ kbitd date). Additional Information. Additional information and a Preliminary Official Statement relating to the 2004
Series D Bonds and an Official Bid Form for the 2004 Series D Bonds may be obtained from Chip Pierce, Western Financial Group, LLC, Suite V, PMB #172, 333 South State Street, Lake Oswego,
Oregon 97034, (503) 636-0265 or from Deven J. Mitchell, Alaska Municipal Bond Bank, 333 Willoughby Avenue, State Office Building, 1 lth Floor, Juneau, Alaska 9981 1, (907) 465-3750.
The Preliminary Official Statement, referred to above, as of its dated date is "deemed final" by the Bank for purposes of SEC Rule 15~2-12(b)(lb) ut is subject to revision, amendment
and completion in the form of a final Official Statement. By awarding the 2004 Series D Bonds to any underwriter or underwriting syndicate submitting an Official Bid Form, the Bank agrees
that within seven (7) business days after the date of such award it shall provide the senior managing underwriter of the successful Page B-8
syndicate with copies of a final Official Statement. The senior managing underwriter of the successful syndicate will be supplied with final Official Statements in a quantity sufficient
to meet its request. Up to 200 copies of the final Official Statement will be furnished without cost. The Bank designates the senior managing underwriter of the syndicate to which the
2004 Series D Bonds are awarded as its agent for purposes of distributing copies of the final Official Statement to each participating underwriter. Any underwriter executing and delivering
an Official Bid Form with respect to the 2004 Series D Bonds agrees thereby that if its bid is accepted by the Bank, (i) it shall accept such designation, (ii) it will enter into a contractual
relationship with all participating underwriters of the 2004 Series D Bonds for purposes of assuring the receipt by each such participating underwriter of the final Official Statement,
and (iii) it agrees to file, or cause to be filed, within one business day following the receipt from the Bank, the final Official Statement with a nationally recognized municipal securities
information repository designated by the Securities and Exchange Commission. DATED: _ I 2004 ALASKA MUNICIPAL BOND BANK BY DEVEN J. MITCHELL Executive Director Page B-9
Exhibit C CONTINUING DISCLOSURE CERTIFICATE Alaska Municipal Bond Bank (the "lssuer") executes and delivers this Continuing Disclosure Certificate (the "Disclosure Certificate") in connection
with the issuance of $ Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "Bonds"). The Bonds are being issued under the General Bond Resolution of the lssuer adopted
May 27, 1976, as amended, (the "General Resolution") and a Resolution of the lssuer entitled, "A Series Resolution Authorizing The Issuance Of General Obligation Bonds 2004 Series D
Of The Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters," adopted November-, 2004, as amended, (together with the General Resolution, the
"Resolutions"). The lssuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. The lssuer is executing and delivering this Disclosure Certificate for the
benefit of the Beneficial Owners of the Bonds, and to assist the Participating Underwriters Underwriters in complying with Securities and Exchange Commission Rule l5c2-l2(b)(5). Section
2. Definitions. In addition to the definitions set forth in the Resolutions, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the lssuer pursuant to, and as described in, Section 3
of this Disclosure Certificate. "Fiscal Year" means the fiscal year of the lssuer (currently the 12-month period ending June 30), as such fiscal year may be changed from time to time
as required by State law. "NRMSIR means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The current NRMSlRs are listed in Attachment A.
"Participating Underwriter" means any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds. "Repository" means each
NRMSIR and the SID. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended from time to time. "SID" means
any public or private repository or entity designated by the State of Alaska as a state depository for the purposes of the Rule. Currently there is no SID. AMmdJGeneral Ob@alan Bands.
2004 Series D Series Rerolulion No. 2004-10 I:w0c1U7421692lSews Rerolulion 2004.10 v3.wd Page C-I
Section 3. Provision of Annual Reports and Financial Statements. Commencing with its Fiscal Year ending June 30, 2005, the lssuer will provide to each Repository: (a) Not later than
180 days after the end of each Fiscal Year, an Annual Report for the Fiscal Year. The Annual Report shall contain or incorporate by reference (i) annual financial statements for the
lssuer and each of the five municipalities having the largest principal amounts of outstanding bonds held by the lssuer under the General Resolution as of the last day of the Fiscal
Year for which the Annual Report is being provided, prepared in accordance with generally accepted accounting principles applicable to governmental entities, as such principles may be
changed from time to time; (ii) a statement of authorized, issued and outstanding bonded debt of the lssuer; (iii) the Reserve Fund balance and the estimated Required Debt Service Reserve
under the Resolutions; and (iv) statistics regarding the Governmental Units borrowers under the General Resolution. Any or all of these items may be incorporated by reference from official
statements of debt issues of the lssuer that are available from the Municipal Securities Rulemaking Board, or other documents which have been submitted to the Repositories orthe Securities
and Exchange Commission. The lssuer shall clearly identify each such other document so incorporated by reference. The Annual Report may be submitted as a single document or as separate
documents comprising a package, provided that audited financial statements may be submitted separately from the remainder of the Annual Report. (b) Promptly upon their public release,
the audited financial statements of the lssuer for each Fiscal Year, and of each of the five municipalities having the largest principal amounts of outstanding bonds held by the lssuer
under the General Resolution as of the last day of the Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to governmental entities, as such
principles may be changed from time to time. Section 4. Notice of Failure to Provide Information. The lssuer shall provide in a timely manner to each Repository notice of any failure
to satisfy the requirements of Section 3 of this Disclosure Certificate. Section 5. Reportina of Sianificant Events. The lssuer shall file in a timely manner with each Repository, with
a copy to the Trustee, a notice of any of the following events with respect to the Bonds, if material: (a) Principal and interest payment delinquencies. (b) Non-payment related defaults.
(c) Unscheduled draws on debt service reserves reflecting financial difficulties. (d) Unscheduled draws on credit enhancements reflecting financial difficulties. Page C-2
(e) Substitution of credit or liquidity providers, or their failure to perform. (f) Adverse tax opinions or events affecting the tax-exempt status of the Bonds. (g) Modifications to
rights of Beneficial Owners of the Bonds. (h) Bond calls, other than mandatory, scheduled redemptions not otherwise contingent on the occurrence of an event. (i) Defeasances. (j) Release,
substitution or sale of property securing repayment of the Bonds. (k) Rating changes. Section 6. Termination of Re~ortinqO bli~ation.T he Issuer's obligations under this Disclosure Certificate
shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. Section 7. Amendment: Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, provided that the amendment meets each of the following conditions: (a) The amendment is made in connection with a change
in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the lssuer; (b) This Disclosure Certificate, as amended,
would have complied with the requirements of the Rule as of the date hereof, afler taking into account any amendments or interpretations of the Rule, as well as any changes in circumstances;
and (c) The Issuer obtains an opinion of counsel unaffiliated with the lssuerthat the amendment does not materially impairthe interests of the Beneficial Owners of the Bonds. Any such
amendment may be adopted without the consent of any Beneficial Owner of any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or the Resolutions. The first
Annual Report containing amended operating data or financial information pursuantto an amendment of this Disclosure Certificate shall explain, in narrative form, the reasons for the
amendment and its effect on the type of operating data and financial information being provided. Page C-3
Section 8. Default. In the event of a failure of the lssuer to comply with any provision of this Disclosure Certificate, any Beneficial Owner may take such actions as may be necessary
and appropriate, including an action to compel specific performance, to cause the lssuer to comply with its obligations under this Disclosure Certificate. No failure to comply with any
provision of this Disclosure Certificate shall be deemed an Event of Default under the Resolutions, and the sole remedy underthis Disclosure Certificate in the event of any failure of
the lssuer to comply with this Disclosure Certificate shall be an action to compel specific performance. Section 9. Beneficiaries. This Disclosure Certificate shall inure solely to the
benefit of the lssuer, theTrustee, the Participating Underwriters and the Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
DATED this -day of 2004. ALASKA MUNICIPAL BOND BANK DEVEN J. MITCHELL Executive Director Page C-4
ATTACHMENT A --NRMSlRs (As of November 1,2004) 1. Bloomberg Municipal Repository I00 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 www.bioombera.com/rnarkets/muni
contactinfo.html Email: Munis@Bloomberg.com 2. DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 www.dpcdata.com Email: nrmsir@dpcdata.com
3. FT Interactive Data ATTN: NRMSIR 100 William Street New York, NY 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary Market lnforrnation (212) 771-7391 (Primary Market lnforrnation
www.interactivedata.com Email: NRMSIR@FTID.com 4. Standard & Poor's Securities Evaluations, Inc. 55 Water Street, 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975
www.iikennv.comliikennv/~ser descrip data reo.htrnl E-mail: nrmsir re~ositorv@sand~.com In lieu of the foregoing, filings may be made directly through the facilities of DisclosureUSA
at http://www.disclosureusa.or~/. AMBWGeoeral oonssran Bondr. 2004 Series D Series Rerolulion No. 2004-10 l:lDocllU7421692!Sencr Resolution 2004-10 v 3 q d Page C-5
PRE1,IMINARY OFFICIAL STATEMENT DATED NOVEMBER 8.2004 New Issue Book-Entry Only Moody's Rating: Applied For Standard & Poor's Rating: Applied For (See "Ratings" herein.) In the opinion
of Wohlforth, Vassal; Johnson & Brecht, FC., Bond Counsel, based on an analysis of existing statutes, regulations, rulings and court decisions, and assuming, among other things, compliance
by the Bond Banh with its covenants relating to certain requirements in the Internal Revenue Code of 1986, as amended, interest on the 2004 Series D Bonds is excluded from gross income
of owners thereof for federal income tax purposes. Interest on the 2004 Series D Bonds is not treated as a preference item to be included in calculating the federal alternative minimum
tar imposed under the Code on individuals and corporations; such interest, howeue~; is included in calculating the "adjusted current earnings" for purposes of computing the federal alternative
minimum tar on corporations. Interest on the 2004 Series D Bonds is exempt from taxation by the State of Alaska except for transfer, estate and inheritance tares and except to the extent
that inclusion of said interest in computing the federal corporate alternative minimum tar under Section 55 of the Code may affect the corresponding provisions of the State of Alaska
corporate income tar. Bond Counsel expresses no opinion regardirbg any other tar consequences relating to the ownership or disposition of; or the accrual or receipt of interest on, the
2004 Series D Bonds. See "TAX EXEMPTION" herein. $13,925,000* ALASKA MUNICIPAL BOND BANK General Obligation Bonds 2004 Series D Dated: Date of Delivery Due: November 1, as shown on inside
cover The Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "2004 Series D Bonds") initially will be issued as fully registered bonds, in book-entry form only,
registered in the name of Cede & Co., as nominee of the Deoositorv Trust Comoanv ("DTC"). which will act as de~ositorvof th'e 2004 Series D Bonds. Individual purchases of the i004 series
D ~ o n dws i llbe made in principal amounts of $;,000, or integral multiples thereof within a single maturity. Purchasers of the 2004 Series D Bonds will not receive certificates representing
their beneficial ownership interests in the 2004 Series D Bonds. Interest on the 2004 Series D Bonds will accrue from the date of delivery of the 2004 Series D Bonds, or from the most
recent interest payment date to which interest has been paid, and is payable on each May 1 and November 1, commencing November 1,2005. J.P Morgan Trust Company, National Association,
of Los Angeles, California, as the Trustee and Paying Agent for the 2004 Series D Bonds, will make principal and interest payments to DTC. Disbursement of such payn~ents to DTC's Participants
is the responsibility of DTC. Disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants. See "DESCRIPTION OF THE 2004 SERIES D BONDS" and "APPENDIX
G -DTC AND BOOK-ENTRY SYSTEM." The 2004 Series D Bonds are subject to optional and nlandatory redemption. See "DESCRIPTION OF THE 2004 SERIES D BONDS -Optional Redemption" and "DESCRIPTION
OF THE 2004 SERIES D BONDS -Mandatory Redemption." The 2004 Series D Bonds are general obligations of the Bond Bank, and the full faith and credit of the Bond Bank are pledged for the
punctual payment of the principal of and interest on the 2004 Series D Bonds. The 2004 Series D Bonds are equally and ratably secured by the pledge and assignment of all Municipal Bonds
acquired by the Bond Bank under the Bond Bank's General Bond Resolution on a parity with other Bonds of the Bond Bank heretofore or hereafter issued under the General Bond Resolution.
The 2004 Series D Bonds do not constitute an indebtedness or other liability of the State of Alaska, and the 2004 Series D Bonds do not directly, indirectly or contingently obligate
t h e S t a t e of Alaska to levy any form of taxation o r make any appropriation for the payment of the 2004 Series D Bonds. Neither the full faith and credit n o r t h e taxing power
of the State of Alaska is pledged for the payment of the 2004 Series D Bonds. The Bond Bank has no taxing power. See "SECURITY FOR THE 2004 SERIES D BONDS." The 2004 Series D Bonds are
offered when, as and if issued subject to the approving legal opinion of Wohlforth, Vassar, Johnson & Brecht, PC. of Anchorage, Alaska, Bond Counsel, as to validity of the 2004 Series
D Bonds and exemption of interest from federal income taxation and subject to certain other conditions. Certain legal matters will be passed upon for the City of Adak by its counsel
Wohlforth, Vassar, Johnson & Brecht, PC. of Anchorage, Alaska. Certain legal matters will be passed upon for Kodiak Island Borough by its counsel Birch, Horton, Bittner and Cherot, of
Anchorage, Alaska. It is expected that the 2004 Series D Bonds in definitive form will be issued and available by Fast Automated Securities Transfer for delivery through the facilities
of DTC in New York, New York on or about December 1,2004. * Preliminary, subject to change.
Due November 1 2005 2004 Series D General Obligation Bonds MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSlP NUMBERS Interest Amounts* Rates Yield $400.000 Cusip Cusip Number' Interest
Number' 01179P Due November 1 Amounts* Rates Yield 01179P 2015 $635,000 (I) CUSIP numbers have been assigned to [he 2001 Series D Bonds by Standard & Poor's CUSIP Service Bureau, a division
of the McGraw Hill Companies. Inc., and are included solely for the convenience of the owners of the 2004 Series D Bonds. The Bond Bank is not responsible for the selection or correclness
of the CUSIP numbers set forth herein. * -Preliminary, subject to change.
This Official Statement is furnished by the Bond Bank to provide information regarding the sale of the 2004 Series D Bonds referred to herein and may not be reproduced or be used, in
whole or in pan, for any other purpose. The delivery of this Official Statement at any time does not imply that information herein is correcl as of any time subsequent to the date hereof.
No dealer, salesman or any other person has been authorized by the Bond Bank to give any information or to make any representation other than as contained in this Official Statement
in connection with the offering described herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing.
This Official Statement does not constitute an offer of any securities other than those described on the cover page or an offer to sell or a solicitation of an offer to buy in any jurisdiction
in which it is unlawful to make such an offer, solicitation, or sale. The information and expressions of opinion set fonh in the Official Statement have been furnished by the Bond Bank
and include information from other sources that the Bond Bank believes to be reliable. Neither the Official Statement nor any statement which may have been made orally or in writing
is to be construed as a contract with the owners of any of the 2004 Series D Bonds. UPON ISSUANCE, THE 2004 SERIES D BONDS WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE, OR OTHER GOVERNMENTAL ENTITY OR
AGENCY WILL HAVE PASSED ON THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED THE 2004 SERIES D BONDS FOR SALE. THE GENERAL BOND RESOLUTION WILL NOT BE QUALIFIED
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED. (The remainder of this page has intentionally been left blank.)
ALASKA MUNICIPAL BOND BANK 333 Willoughby Avenue, 11th Floor P.O. Box 110405 Juneau, Alaska 99811-0405 (907) 465-2388 Directors R. Desmond Mayo -Chair Mark Pfeffer -Vice Chair Sharon
Kelly -Member Edgar Blatchford -Member (Greg Winegar -First Delegate to Edgar Blatchford) William A. Corbus -Member (Tom Boutin -First Delegate to William A. Corbus) Executive Director
Deven J. Mitchell Bond Counsel Wohlforth, Vassar, Johnson & Brecht, P.C Anchorage, Alaska Trustee J.P. Morgan Trust Company. National Association Los Angeles, California Financial Advisor
Western Financial Group, LLC Lake Oswego, Oregon
TABLE OF CONTENTS Authorization and Purpose Sources and Uses of Fund Description of the 2004 Series .......................... .. ............................................................
.2 General Descrl.p tt.o n ............................................................................................................. 2 2004 Series D Bond Optional Redemptio Mandatory
Redemption ........................................................................................................ .3 Statutory Reserve Fund The Alaska Municipal Bond Bank ..........................
........ 8 Bonds Outstanding Coastal Energy Impact Program Direct Loans .............................. Debt Limitatio Obligation of Bonds Modification of Loan Agreement Term Security
for Deposit Issuance of Additional Obligations Including for the Purpose of Refunding ........................................ 19 Defeasance 20
Supplements and Amendments ................... .. ...................................................................... 20 Events of Default and Remedies Certain Legal Matters Financial
Advi Financial State Sources of Certain Information Prior Compliance with Continuing Disclosure Undertakings Under the Rule .....................................2.7 Definition 27 Miscellaneous
........................................................................................................................ 29 Preliminary Official Statement 29 Official Statement 29 APPENDIX
A -Form of Legal Opinion APPENDIX B -State Payments to Governmental Units APPENDIX C -Government Unit Statistics Regarding Participation in the Bond Bank APPENDIX D -City of Adak, Alaska
APPENDIX E -Kodiak Island Borough, Alaska APPENDIX F -Financial Statements of the Alaska Municipal Bond Bank for the Year Ending June 30, 2003 APPENDIX G -DTC and Book-Entry System
OFFICIAL NOTICE OF SALE AND BIDDING INSTRUCTIONS ALASKA MUNICIPAL BOND BANK $13,925,000* GENERAL OBLIGATION BONDS 2004 SERIES D THE SALE Bonds Offered for Sale by Competitive Bidding.
The Alaska Municipal Bond Bank (the "Bank) is offering for sale its $13,925,000* General Obligation Bonds, 2004 Series D (the "2004 Series D Bonds"). Manner of Submission of Bids. All
bids for the 2M)3 Series D Bonds must be submitted in their entirety on the Grant Street Group's MuniAuction website ("MuniAuction") located at the website address "www.muniauction.com"
pursuant to this Notice between 8:30 a.m. and 9:00 a.m. Pacific Time, on Tuesday. November 16, 2004, no bid will be received after the time for receiving bids specified. No other provider
of electronic bidding services, and no other means of delivery (i.e. telephone, telefax, telegraph, personal delivery, etc) of bids will be accepted. Bidders may change and submit bids
as many times as they like during the auction; provided, however, each submitted bid, other than a bidder's initial bid, must result in a lower true interest cost ("TIC), when compared
to the immediately preceding bid of such bidder. The last bid submitted by a bidder before the end of the auction will be compared to all other final bids submitted by others to deternune
the winning bidder. During the bidding, no bidder will see any other bidder's bid, but each bidder will be able to see the ranking of its bid reladve to other bids (e.g. 2 of 7) and
whether any other bid has been submitted for the 2004 Series D Bonds. For fur~lierin formation about MuniAuction, potential bidders may contact MuniAuction at (412) 391-7686 or Chip
Pierce of Western Financial Group. LLC at (503) 636-0265. if any provision of this Official Notice of Sale conflicts with information provided by MuniAuction, this Official Notice of
Sale shall control. To bid via the MuniAuction website, bidders must have both (I) completed the registration form on the MuniAuction website; and (2) requested and received admission
to the Bank's auction, both as more fully described herein under "Registration and Adnussion to Bid." The use of MuniAuction will be at the bidder's risk, and the Bank shall have no
liabilily with respect thereto. Bidders will bear all risks associated with the submission of electronic bids, including but not limited to the lack of confidenliality prior lo bid opening,
the risk of a failed transmission or failure of the entire bid to be received by the designated time, or any inaccuracies that may result from lack of clarity from the electronic bid.
Each prospecdve bidder who intends to place a bid shall be solely responsible to make necessary arrangements to access MuniAuction for purposes of submitting its bid in a limely manner
and in compliance with the requirements of this Official Notice of Sale. The Bank shall have no duty or obligation to provide or assure access to MuniAuction to any prospective bidder.
The Bank shall not be responsible for a bidder's failure to bid elecuonically or have any liability for any delays or interruptions caused by placing the bid electronically. Award of
the 2004 Series D Bonds. The Bank will award the 2004 Series D Bonds (or all bids will be rejected) by 200 p.m. Pacific Time on Tuesday, November 16, 2004. to the responsible bidder
complying with the terms of this Official Notice of Sale and offering to purchase the 2004 Series D Bonds at the lowest true interest cost to the Bank. Basis of Award. The 2004 Series
D Bonds will be awarded to the bidder whose proposal produces the lowest true interest cost. The true interest cost will be that annual interest rate, which, when compounded semiannually
and used to discount all payments of principal and interest payable on the 2004 Series D Bonds under such proposal to the date of delivery, results in an amount equal to the purchase
price for the 2004 Series D Bonds. If two or more bids provide the same lowest true interest cost, the Bank shall determine, based on the highest premium stated in said bids, which bid
shall be accepted, and such determination shall be final Right of Rejeclion. The Bank reserves the right to reject any and all bids, to waive any irregulari(y or informality in any bid,
to take any actions adjourning or postponing the sale of the 2004 Series D Bonds or to take any other action that the Bank may deem to be in its best interest. In the event that the
Bank rejects all bids, notice of a new sale date, if any, will be carried on the Amendments page of the MuniAuction website. Preliminary, subjccl lo change
THE 2004 SERIES D BONDS Bond Details. The 2004 Series D Bonds will be dated the date of delivery and will bear interest from their dated date, payable on November
I. 2005, and semi-annually thereafter on May and November of each year. Interest will be computed upon the basis of a 360-day year of twelve 30-day months. The 2001 Series D Bonds will
mature on November I in the years and in the principal amounts, as follows: Principal Amount* $ 400.000 1,585.000 455,000 475,000 495,000 515,000 540,000 565,000 585,000 610,000 Year
2015 Principal Amount* % 635.000 * -Preliminary, subject to change. See "Adjustment of Maturities." Adjustment of Maturities. The Bank reserves the right to adjust the principal amount
of each maturity as may be necessary in connection with the calculation of the Required Debt Service Reserve, sizing of the issue in order to fund the loan to the underlying borrowers,
and in order to produce level debt service on the underlying loans. The principal amount of any maturity of the 2004 Series D Bonds shall only be adjusted in increments of $5,OM). Notice
of any adjustment shall be given to the successful bidder within two hours after the bidder is selected. The Bank will attempt to maintain the underwriter compensation when adjusting
the maturities. Opuon31 Dcsicnxions of Term Bonds md hlandator) Sinkinc Fund Rcdeniption. Bidders Inve !he optlon of spccifyinz in their bid proposal that a11 of rhe principal amount
of the 2004 Scrics D Bonds scheduled in any [no or more consecutive years may, in lieu of maturing in each such year, be combined to comprise one or more maturities of the 2004 Series
D Bonds (the "Term Bonds") scheduled to mature in the latest year of each such combination. The Term Bonds so specified by the bidder shall be subject to mandatory sinking fund redemption
at par in the principal amounts in each year during the combined period of such Term Bonds, which would otherwise have been scheduled to mature in such years. If no Term Bonds are designated
in the successful bid, the Bonds will mature serially without Term Bonds. Immobilization of the 2004 Series D Bonds. The 2004 Series D Bonds will be issued in fully registered form in
the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") as registered owner of the 2004 Series D Bonds, and immobilized in the custody of DTC which
will act as securities depository for the 2001 Series D Bonds. A book-entry system will be employed by DTC evidencing ownership of the 2004 Series D Bonds in principal amounts of $5,000
or any integral multiple thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Principal
of and interest on the 2004 Series D Bonds will be payable at maturity to DTC or its nominee as registered owner of the 2001 Series D Bonds. Transfer of principal and interest payments
to participants of DTC will be the responsibility of DTC. Transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants
and persons acting through such participants (the "Participants"), and other nominees of beneficial owners. The Bank will not be responsible or liable for maintaining, supervising or
reviewing the records maintained by DTC, the payment by DTC or a Participant of principal of or interest on the 2004 Series D Bonds, any notice to bondholders or any consent given or
other action taken by DTC as the registered owner of the 2W4 Series D Bonds.
Optional Redemption. The 2001 Series D Bonds maturing on or after November 1, 2015, are subject to redemption at the option of the Bank in whole or in part on or after November 1, 2014,
at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date of redemption. Security for the 2004 Series D Bonds. The 2004 Series D Bonds are general
obligations of the Bank payable only from revenues or funds of the Bank. The Bank has no taxing power, the State of Alaska is not liable for payment on the 2001 Series D Bonds, and such
2004 Series D Bonds are not a debt of the State. Neither the faith and credit nor the taxing power of the State of Alaska is pledged to the 2004 Series D Bonds. The security for the
2004 Series D Bonds is described in the Preliminary Official Statement and the General Bond Resolution and Series Resolution, and those documents should be consulted for a complete description
of the security for the 2001 Series D Bonds. Bond Insurance At Bidder's Option And Ex~ense. The Bank will submit information to AMBAC. FSA. MBlA and XL regarding the 2004 Series D Bonds.
If these institutions qualify the 2004 Series D Bonds for insurance, bidders may elect to insure the 2004 Series D Bonds at the bidders' risk and expense. The Bank and its Trustee will
only enter into agreements to comply with the administrative requirements of the bond insurer; the Bank will not amend the bond resolutions or the loan agreemenls. The Bank will pay
the fee for a rating from Moody's Investors Service and Standard and Poor's Corporation, regardless of whether the 2004 Series D Bonds are insured. Failure of a bond insurer to provide
insurance for the 2004 Series D Bonds will not release the successful bidder from its obligation to purchase the 2004 Series D Bonds. If the Bank selects a bid that is based on providing
insurance on the 2001 Series D Bonds, then the Preliminary Official Statement and other documents relating to the 2004 Series D Bonds will be amended accordingly. However, no additional
security beyond that described in the Preliminary Official Statement will be allowed. Interest Rates and Bid Price. The 2001 Series D Bonds will be sold in one block on an "all or none"
basis, and at a price of not less than one hundred percent (100%) and not more than one hundred and five percent (105%) of the principal amount of the 2004 Series D Bonds Bidders are
invited to name the rate(s) of interest to be borne by the 2004 Series D Bonds, provided that each rate bid must be a multiple of one-eighth (118) of one percent (1%) or one-twentieth
(1120) of one percent (1%). The highest interest rate bid may not exceed 6.00%. No limitation is imposed upon bidders as to the number of rates which may be used, except that all 2004
Series D Bonds of one maturity must bear one and the same interest rate. The bidding is permitted either with or without bond insurance at the discretion of the bidder. In either event,
the winning bid will be selected on the basis of the true interest cost to the Bank, and in all cases the insurance premium will be paid by the bidder. Reeistration and Admission to
Bid. To bid by MuniAuction, bidders must first visit the MuniAuction website where, if they have never registered with MuniAuction or one of its private label websites, they can register
and then request admission to bid on the 2004 Series D Bonds. Only entities having DTC clearing arrangements and that are NASD registered broker-dealers and dealer banks, will be eligible
to bid. Rules of MuniAuction. The Rules of MuniAuction can be viewed on the MuniAuction website and are incorporated herein by reference. Bidders must comply with the rules of MuniAuction
in addition to the requirements of this Official Notice of Sale. In the event the rules of MuniAuction conflict with this Official Notice of Sale, this Official Notice of Sale shall
prevail. Good Faith Deposit. A Good Faith Deposit in the amount of $141,350 is required for the 2004 Series D Bonds. The Gwd Faith Deposit shall be in the form of either (i) a cashier's
check or its equivalenl made payable to the "Alaska Municipal Bond Bank", or (ii) a Financial Surety Bond submitted prior to the opening of bids to the Bank in care of Western Financial
Group, LLC, Suite V #172, 333 South State Street, Lake Oswego, Oregon 97034. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in
the State of Alaska and pre-approved by the Bank. The Financial Surety Bond must identify each bidder whose deposit is guaranteed by such Financial Surety Bond. If the 2001 Series D
Bonds are awarded to a bidder using a Financial Surety Bond, then that purchaser is required to submit its deposit to the Bank in the form of a cashier's check or wire uansfer to such
account as instructed by the Bank in immediately available funds in an amount equal to the Good Faith Deposit not later than 3:30 p.m. Pacific Time on the next business day following
the award. If such deposit is not
received by that time, the Bank may draw upon the Financial Surety Bond to satisfy the deposit requirement. If a check is used as the Good Faith Deposit, the check must be delivered
to Western Financial Group, LLC, Suite V #172, 333 South State Street, Lake Oswego, Oregon 97034 by 5:00 p.m. Pacific Time on November 15, 2004. Each Good Faith Deposit in a form other
than a Financial Surety Bond shall be returned promptly if the bid is not accepted. The Good Faith Deposit of the successful bidder will be cashed by the Bank to ensure the successFu1
bidder's compliance with the terms of its bid and the Official Notice of Sale and Bidding Instructions, and will be applied to the purchase price on the date of delivery of the 2004
Series D Bonds. In the event the successful bidder should fail or refuse to take up and pay for the 2004 Series D Bonds in accordance with its bid, then said amount shall be accepted
by the Bank as full and complete liquidated damages. Postponement. The Bank reserves the right to postpone postpone the sale and to set a new time for the sale either separately or at
one time. Postponement may be effected by 8:00 a.m. Pacific Time on November 16. 2004 by a Statement of Postponement carried on the Amendments page of the MuniAuction website and in
the Munifacts System (the "Statement of Postponement"). At the same time or within 48 hours following the Statement of Postponement the Bank may reset a new time for the sale. The reset
sale notice may state different terms and conditions of sale and may refer to this notice for any or all terms of sale. All bidders will be deemed to have assented to the above conditions
by submitting a bid, and lack of actual notice of the postponement or of the reset terms of sale will not be considered. Delivery. It is expected that the 2004 Series D Bonds in definitive
form will be issued and available by Fast Automated Securities Transfer for delivery through the facilities of DTC in New York, New York on or about December 1, 2004 and closing will
take place on the the same date in Seattle, Washington or at another location specified by the Bank. The successful bidder will be required to provide the Bank by 1200 p.m. (noon) Pacific
Time on November 16. 2004 with information as to the initial offering price of the 2004 Series D Bonds to the public (excluding bond-houses and brokers) at which a substantial amount
of the 2001 Series D Bonds were sold and the insurance premium (if purchased by the bidder). Such information must be confirmed with a certificate, dated the date of closing of the 2
W Series D Bonds, in form and substance satisfactory to Bond Counsel, showing that at least 10% of each maturity of the 2004 Series D Bonds was sold to the public at initial public offering
prices not exceeding the prices of the 2004 Series D Bonds set forth in the initial statement of such prices. There will be furnished to the successful bidder without cost, the executed
2003 Series D Bonds to be delivered (either actually or constructively) to DTC and the usual closing documents documents dated as of the date of delivery of and payment for the 2004
Series D Bonds, including a certificate that there is no litigation pending or threatened affecting the validity of the 2004 Series D Bonds. The Bank will confirm to the successful bidder,
by a certificate signed on its behalf by the Executive Director or Chair and delivered at the closing, that at the time of the acceptance of the bid, and at the time of the closing,
insofar as the Bank and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the natements therein, in the light of the circumstances under which they were made, not misleading. Payment.
The successful bidder shall make full payment of the purchase price of the 2004 Series D Bonds to the Bank at the time of delivery in Federal Funds or other immediately available funds
without cost to the Bank. Bank. Tax-Exempt Status. The opinion of Wohlforth. Vassar, Johnson & Brecht, P.C. of Anchorage, Alaska, will state that, based on an analysis of existing statutes,
regulations, published rulings and judicial decisions, and assuming, among other things, compliance by the Bank with its covenants relating to certain requirements contained in the Internal
Revenue Code of 1986, as amended (the "Code"), interest on the 2004 Series D Bonds is not included in gross income for federal income tax purposes and is not an item of lax preference
for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the 2004 Series D Bonds is taken into account in the computation of
adjusted current earnings for purposes of the corporate alternative minimum lax under Section 55 of the Code. For further information as to tax exemption, plwe refer to the Preliminary
Official Statement.
Legal Opinion. The approving opinion of Wohlforth, Vassar, Johnson & Brecht, P.C. of Anchorage, Alaska, approving the validity of the 2004 Series D Bonds, will be furnished upon delivery
of the 2001 Series D Bonds. CUSIP Numbers. CUSP identification numbers will be printed on the 2004 Series D Bonds, but neither the failure to print such number on any 2004 Series D Bonds
nor any error with respect thereto shall constitute cause for the successful bidder to fail or refuse to accept delivery of and pay for the 2004 Series D Bonds. No liability shall attach
to the Bank or any officer or agent thereof, including any paying agent or regisuar for the 2004 Series D Bonds, by reason of such number or by rwon of any inaccuracy, error, or omission
with respect thereto. Continuing Disclosure Undertaking. In order to assist bidders in complying with SEC Rule 15~2-12(b)(5), tlle Bank, the City of Adak and Kodiak Island Borough will
undertake to provide certain annual financial information. and the Bank will undertake to to provide notices of certain events with respect to the 200.1 Series D Bonds, if material.
A description of these undertahngs is set forth in the Preliminary Official Statement and will be set forth in the final Official Statement. Modification. The Bank reserves the right
to modify any term of this Official Notice of Sale, or the Preliminary Official Statement by notice on the Amendments Page of the MuniAuction website and sent by the MuniFacts system
no later than 5:00 p.m., Eastern Standard Time, on November 15, 2004 (or, in the event of a postponement in accordance herewith, the day prior to the reset bid date). Additional Information.
Additional information and a Preliminary Official Statement relating to the 2001 Series D Bonds and an OFficial Bid Form for the 2004 Series D Bonds may be obtained from Chip Pierce.
Western Financial Group, LLC, Suite V #172, 333 South State Street, Lake Oswego, Oregon 97034, (503) 636-0265 or from Deven J. Mitchell. Alaska Municipal Bond Bank, 333 Willoughby Avenue.
State Office Building, 1 lth Floor, Juneau, Alaska 9981 1. (907) 465-3750. The Preliminary Official Statement, referred to above, as of its dated date is "deemed final" by the Bank for
purposes of SEC Rule 15~2-12(b)(lb) ut is subject to revision, amendment and completion in the form of a final Official Statement. By awarding the 2004 Series D Bonds to any underwriter
or underwriting syndicate submitting a bid, the Bank agrees that within seven (7) business days after the date of such award it shall provide the senior managing underwriter of the successful
syndicate with copies of a final Official Statement. The senior managing underwriter of the successful syndicate will be supplied with final Official Statements in a quantity sufficient
to meet its request. Up to 200 copies of the final Official Statement will be furnished without cost. The Bank designates the senior managing underwriter of the syndicate to which the
2004 Series D Bonds are awarded as its agent for purposes of distributing copies of the final Official Statement to each participating underwriter. Any underwriter executing and delivering
an Official Bid Form with respect to the 2004 Series D Bonds agrees thereby that if its bid is accepted by the Bank, (i) it shall accept such designation. (ii) it will enter into a contractual
relationship with all participating underwriters of the 2004 Series D Bonds for purposes of assuring the receipt by each such participating underwriter of the final Official Statement,
and (iii) it agrees to file, or cause to be filed, within one business day following the receipt from the Bank, the final Official Statement with a nationally recognized municipal securities
information repository so designated by the Securities and Exchange Commission. DATED: November 8,2001 ALASKA MUNICIPAL BOND BANK BY DEVEN J. MITCHELL Executive Director
[THISP AGE INTENTIONALLY LEFT BLANK]
OFFICIAL STATEMENT ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTRODUCTION This Official Statement is furnished by the Bond Bank to provide information regarding
the Bond Bank and its $13,925,000* Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "2004 Series D Bonds"). The Bond Bank was created pursuant to the Act for the
primary purpose of lending money to Governmental Units in the State by purchasing Municipal Bonds issued by such Governmental Units. Certain terms used in this Official Statement, and
not otherwise defined herein, are defined under "Definitions." All references herein to agreements and documents are qualified in their entirety by reference to the definitive forms
thereof, and all references to the 2001 Series D Bonds are further qualified by reference to the information with respect thereto contained in the General Bond Resolution adopted May
27. 1976, as amended, Resolution 2004-07 adopted on July 19. 2004 by the Board of Directors of the Bond Bank and Resolution 2004-10 adopted on November 3, 2004 by the Board of Directors
of the Bond Bank (together, the "Bond Resolution" or the "General Bond Resolution"). Any statements or information which include matters of opinion or estimates are represented as opinions
or estimates in good faith, but no assurance can be given that the facts will materialize as so opined or estimated. Appendix D contains information relating to the City of Adak and
Appendix E contains information on the Kodiak Island Borough. PURPOSE OF THE 2004 SERIES D BONDS Authorization and Purpose Proceeds of the 2004 Series D Bonds amounting to $1,500,000*
will be used to reimburse the Bond Bank for an interim loan in the amount of $905,000 and to pay for additional costs related to the construction of a small boat harbor in the City of
Adak.. Proceeds of the 2004 Series D Bonds amounting to $1 1,050,000* will be used to provide a loan to the Kodiak Island Borough for construction and improvements to the Kodiak High
School and for a new the community swimming pool located in the City of Kodiak. Proceeds of the 2004 Series D Bonds in an amount equal to $1,375,000* will be used to make a deposit to
the Ordinary Account in the Bond Bank's Reserve Fund * Preliminary, subject to change.
Sources and Uses of Funds The table below shows estimated sources and uses of funds in connection with the issuance of the 2004 Series D Bonds. Sources of Funds: Bond Proceeds $13,925,000*
Bond Bank Funds ;X Original Issue Premium/(Discount) Total Sources of Funds $ Uses of Funds: Loan to the City of Adak $1,500,000 Loan to Kodiak Island Borough 1 1,050,000 Deposit to
Bond Bank Reserve Fund 1,375,000* Costs of Issuance"' Total Uses of Funds s (1) Includes underwriters' discount and insurance policy premium *Preliminary, subjecl to change DESCRIPTION
OF THE 2004 SERIES D BONDS General Description The 2004 Series D Bonds are issuable only as fully registered bonds, registered in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York ("DTC") as securities depository for the 2004 Series D Bonds. Principal of and interest on the 2004 Series D Bonds are payable by J.P. Morgan Trust
Company, National Association, of Los Angeles, California, as Trustee under the Bond Resolution, to Cede & Co. which, in turn, will disburse such principal and interest payments to its
participants (the "DTC Participants") in accordance with DTC policies. See "Appendix F -DTC and Book-Entry System." 2004 Series D Bonds The 2004 Series D Bonds mature on the dates and
bear interest at the rates set forch on the inside cover page of this Official Statement. The 2004 Series D Bonds are issuable in denominations of $5,000 or any integral multiple thereof
within a single maturity, are dated as of the date of delivery and bear interest from their date payable on November 1. 2005, and semiannually thereafter on each November 1 and May 1
to their date of maturity or prior redemption, whichever may occur first. Optional Redemption The 2004 Series D Bonds maturing on or after November 1, 2015 are subject to redemption
in whole or in part at the option of the Bond Bank on any date on or after November 1, 2014, at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to
the date of redemption. A Governmental Unit may optionally redeem its loan on terms identical to the redemption provisions associated with the 2004 Series D Bonds.
Mandatory Redemption The term bond maturing on 1, 20-is subject to mandatory sinking fund redemption on November 1 of the years and in the principal amounts set forth in the following
table. Any such redemption shall be at a price equal to 100 percent of the principal amount to be redeemed plus accrued and unpaid interest thereon to the date fixed for redemption,
but without premium. Year Principal 1) Amount 20-$ 20-" * Final Maturity Notice of Redemption At least 30 days, but not more than 60 days, prior to the date upon which any 2004 Series
D Bonds are to be redeemed, the Trustee will mail a notice of redemption to the registered owner of any 2004 Series D Bond all or a portion of which is to be redeemed, at the owner's
last address appearing on the registration books of the Bond Bank kept by the Trustee. When all of the 2004 Series D Bonds are deposited under the DTC bookentry system, such notice will
be sent to DTC and any notice to the beneficial owners of the 2004 Series D Bonds will be the responsibility of DTC. Registration The registered owner of a 2004 Series D Bond will be
deemed and regarded as the absolute owner thereof for the purpose of receiving payment of the principal of or interest on such 2004 Series D Bond and for all other purposes whatsoever,
and all such payments so made to such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such 2004 Series D Bond to the extent
of the sum or sums so paid, and neither the Bond Bank nor the Trustee will be affected by any notice to the contrary.
SECURITY FOR THE 2004 SERIES D BONDS General The 2004 Series D Bonds constitute general obligations of the Bond Bank, and the full faith and credit of the Bond Bank are pledged to the
payment of the principal of and interest on the 2004 Series D Bonds. The 2004 Series D Bonds do not constitute an indebtedness or other liability of the State of Alaska, and the 2004
Series D Bonds do not directly, indirectly or contingently obligate the State of Alaska to levy any form of taxation or make any appropriation for the payment of the 2004 Series D Bonds.
Neither the full faith and credit nor the taxing power of the State of Alaska is pledged for the payment of the 2004 Series D Bonds. The Bond Bank has no taxing power. Pledge Effected
by the General Bond Resolution Pursuant to the General Bond Resolution, all Municipal Bonds, all Municipal Bonds Payments, the investments thereof and the proceeds of such investments,
and all funds and accounts established by the General Bond Resolution are pledged and assigned, equally and ratably, to secure the payment of the principal of, redemption premium, if
any, and interest on all Bonds outstanding under the General Bond Resolution, subject only to the provisions of the General Bond Resolution permitting the application thereof for the
purposes and on the terms and conditions specified in the General Bond Resolution. The Act and the General Bond Resolution provide among other things that (i) any pledge made in respect
of the Bonds will be valid and binding from the time the pledge is made, (ii) the Municipal Bonds. the Municipal Bonds Payments and all other money and securities so pledged and thereafter
received by the Bond Bank immediately will be subject to the lien of such pledge without any further act, and (iii) the lien of any such pledge will be valid and binding against all
parties having any claims of any kind in tort, contract or otherwise against the Bond Bank irrespective of whether the parties have notice. Municipal Bonds Under the provisions of the
Act and the General Bond Resolution, the Bond Bank can purchase Municipal Bonds from any Governmental Unit provided such Municipal Bonds are direct and general obligations of a Governmental
Unit and all taxable property within the Governmental Unit is subject to taxation without limitation as to rate or amount to pay the Municipal Bonds and the interest thereon. For each
issue of Municipal Bonds that the Bond Bank purchases, the Bond Bank will obtain a bond counsel's opinion stating that (a) such Municipal Bonds are valid general obligations of such
Governmental Unit as required by the Act, (b) a Loan Agreement has been authorized and executed between the Bond Bank and the Governmental Unit that constitutes a valid and binding obligation
of the Governmental Unit, and (c) the interest on such Municipal Bonds is excluded from gross income for federal income tax purposes under present statutes, regulations and court decisions,
provided that provisions of the Code relating to arbitrage and use of proceeds are complied with. The Loan Agreements obligate the Governmental Units to (a) make interest payments on
the Municipal Bonds sufficient in amount and at such times to provide the Bond Bank funds to meet interest payments on its Loan Obligations as they become due; and (b) make principal
payments on Municipal Bonds sufficient in amount and at such times to provide the Bond Bank funds to meet principal payments on its Loan Obligations as they become due. Pursuant to the
Loan Agreement, the Governmental Unit may be required to pay fees and charges to the Bond Bank to meet the Governmental Unit's allocable portion of certain expenses. The Loan Agreements
also contain restrictions on the sale or redemption of Municipal Bonds.
Statutory Reserve Fund The Act created the Statutory Reserve Fund for deposit of the following: (a) State appropriations; (b) bond proceeds as required by any resolution; and (c) any
monies the Bond Bank decides to deposit in the Statutory Reserve Fund. No direct State appropriations to the Statutory Reserve Fund have been made since 1986. Reserve Fund. The General
Bond Resolution established the Reserve Fund within the Statutory Reserve Fund to be held by the Trustee and maintained at the Required Debt Service Reserve. The Required Debt Service
Reserve currently is equal to maximum annual debt service on all outstanding Loan Obligations. The Reserve Fund is available to cure any deficiencies in the Debt Service Fund. On August
23, 1999, the Bond Bank adopted its Supplemental Resolution No. 99-8 (the "Supplemental Resolution") amending the definition of "Required Debt Service Reserve" contained in the General
Bond Resolution as follows: "as of any date of calculation, the Required Debt Service Reserve will be the least of the following: (i) 10% of the original stated principal amount of all
Bonds Outstanding; (ii) maximum annual principal and interest requirements on all Bonds then Outstanding; (iii) 125% of average annual principal and interest requirements on all Bonds
then Outstanding; or (iv) such lesser amount as shall be required to maintain the exemption of interest of all Bonds Outstanding from inclusion in gross income for federal
income tax purposes under the Code." The Supplemental Resolution will take effect on the first day following the date on which the Bond Bank receives consent to the amendment from the
holders of all Bonds Outstanding under the General Bond Resolution. The Underwriters will be required to give irrevocable consent to this amendment to the General Bond Resolution; such
consent will not lapse wit11 time or upon transrer of the 2004 Series D Bonds. See "Definitions -Required Debt Service Reserve." The Reserve Fund is divided into two accounts: the Special
Account, which provides not less than two-thirds of the Required Debt Service Reserve and is funded from State appropriations; and the Ordinary Account, which provides the remainder
of the Reserve Fund and is typically funded from Bond proceeds ("Reserve Fund Obligations"). The Bond Bank is required to deliver a statement to the Governor and the State Legislature
annually, before January 30, stating the amount, if any, necessary to restore the Reserve Fund to the Required Debt Service Reserve. The State Legislature may, but is under no obligation
to, appropriate money sufficient to restore the Reserve Fund to the Required Debt Service Reserve. The Bond Bank has never reported a deficiency in the Reserve Fund. Principal and interest
payments on Reserve Fund Obligations are paid from the Ordinary Account. Money in the Reserve Fund in excess of the Required Debt Service Reserve and interest requirements on Reserve
Fund Obligations is transferred to the Operating Fund. The reserve requirement is calculated based on the maximum calendar calendar year debt service on outstanding Bond Bank loan obligation
bonds. The following table presents the value of the Reserve Fund, as calculated by the Trustee, as of December 31, 2004, including the issuance of the 2004 Series D Bonds:
Reserve Fund Balance as of 12/31/04"' Reserve Requirement Special Account $ 19,911, 823 $ 19,910,585 Ordinary Account $ 9,955,868 $ 9.955,292@Total $29,867.491 $29,865,877 (1) Source:
Trustee. Investments are valued at estimated amortized value as of December 31, 2004. Values and reserve requirement include issuance of 2004 Series D Bonds and deposits to the Special
Account and Ordinary Account. (2) Must equal at least this amount. (3) Balance may be lower than this as long as the sun1 of the Special and Ordinary Account balances is not less than
the Required Debt Service Reserve. Cusrodiarl Account. Money not held by the Trustee in the Reserve Fund or in reserves for bonds issued under other bond resolutions is maintained by
the Bond Bank in an account herein referred to as the Custodian Account. The Custodian Account contains direct State appropriations and investment earnings. As of September 30, 2004,
the Custodian Account market value balance (unaudited) was $9,851,665. In fiscal years 2003 and 2004. in addition to the statutory earnings sweep. an additional $775.000 in earnings
from the Custodian Account was transferred to the State of Alaska's Debt Service Fund. The entire Custodian Account balance is available for appropriation, at any time, by the State
Legislature. State Aid Payments The Act provides that any department or agency of the State, after notice from the Bond Bank that a Governmental Unit is in default on the payment of
the principal of or interest on its Municipal Bonds then held or owned by the Bond Bank, will withhold the payment of money held by it and payable to such Governmental Unit and pay over
such money to the Bond Bank for the purpose of paying principal of and interest on the Bonds of the Bond Bank. Since 1980, State aid to Governmental Units includes payments through the
School Debt Reimbursement Program and Education Support Funding through the Department of Education and Early Development; and community jail funding through the Department of Corrections.
The payment and amount of State aid payments is uncertain and Legislative authorization for such payment is subject to amendment or repeal. See "Appendix B-State Payments to Governmental
Units." The Bond Bank has never been required to implement the withholding of any payments to a Governmental Unit. Pledge of the State Pursuant to the Act, the State has pledged and
agreed with the holders of the Bonds that it will not limit or restrict the rights vested in the Bond Bank by the Act to, among other things, purchase, hold and dispose of Municipal
Bonds and fulfill the terms of an agreement (including the General Bond Resolution) made by the Bond Bank with such holders, or in any way impair the rights or remedies of such holders
until the Bonds. including interest on the Bonds and interest on unpaid installments of interest and all costs and expenses in connection with an action or proceeding by or on behalf
of such holders, are fully met, paid and discharged.
THE ALASKA MUNICIPAL BOND BANK Organization The powers of the Bond Bank are vested in the Directors. The membership of the Bond Bank consists of five Directors: the Commissioner of Revenue
and the Commissioner of Community and Economic Development of the State and three Directors appointed by the Governor. The three appointees serve four-year staggered terms and must be
qualified voting residents of the State. The Directors elect one of their members as chair and one of their members as vice-chair and also elect a secretary and treasurer who need not
be Directors. Action may be taken and motions and resolutions adopted by the Bond Bank at any meeting by the affirmative vote of at least three Directors. The Directors appoint an Executive
Director to manage the business of the Bond Bank. Board of Directors The Bond Bank's Board of Directors includes the following members: R. Desmond Mago-Chair. Term expires July 15. 2007.
Mr. Mayo was originally appointed on September 15. 1999 and reappointed on July 29, 2003. Mr. Mayo is the Chief Financial Officer of the Matanuska Telephone Association. Prior to his
current employment, Mr. Mayo has served as Chief Financial Officer for the Matanuska-Susitna Borough and more recently Municipal Light and Power, an enterprise of the Municipality of
Anchorage. He has also served in the capacity of Corporate Controller for Alyeska Pipeline Service Company. Mr. Mayo graduated from the University of Alaska and has attended graduate
classes at Alaska Pacific University. Mr. Mayo served as Governor Knowles' appointee to the Alaska State Pension Investment Board and served on Governor Murkowski's Mat-Su Finance Policy
Transition Team. Mr. Mayo has also served on the boards of Northwest Public Power Association, Matanuska Electric Association, Alaska Rural Electric Cooperative Association, the United
Way of Matanuska-Susitna Borough and Habitat for Humanity Mat-Su. Mark Pfefler-Vice Chair. Term expires July 15, 2005. Mr. Pfeffer was appointed October 10. 2001. Mr. Pfeffer is a registered
registered architect who has owned and led an architectural practice in Alaska for over 20 years. He is active in the development, design and management of commercial real estate projects,
many of which include publiclprivate partnerships. He is a partner in the firms Koonce Pfeffer Bettis, Inc. and Venture Development Group, LLC. Mr. Pfeffer received a Bachelor of Architecture
Degree from the University of Nebraska in 1980. Sharon Kelly-Member. Term expires July 15, 2006. Ms. Kelly was appointed on July 20, 1995, reappointed on September 11, 1998 and reappointed
for a third term on July 18, 2002. Ms. Kelly served as the President and CEO of the Alaska State Employees Federal Credit Union from 1983 to 2004. She also served as Vice Chairperson
of the Alaska Credit Union League, a trade association for credit unions in Alaska. Ms. Kelly has worked for various governmental entities including the Legislative Affairs Agency, the
City and Borough of Juneau and the Lieutenant Governor's Office. She served as the Treasurer of the Alaska Committee in 1994, and is currently active in the Catholic Community Services
Board, the Douglas Fourth of July Committee and Capital Associates. Tom Bourirz-Member. Mr. Boutin is the first delegate for William A. Corbus, Commissioner of the Department of Revenue.
Mr. Boutin oversees the Department's Treasury, Permanent Fund Dividend, and Child Support Divisions. Before coming to the Department of Revenue, Mr. Boutin spent his first 22 years in
New Hampshire, logging and working for dairies. He then moved to Alaska, working as a logging engineer for Ketchikan Pulp Co. and as a timber faller, rigging slinger and equipment operator
for various logging and
roadbuilding firms. He bought and sold logs, lumber, veneer and plywood for North Pacific Lumber Company, and was Chief Financial Officer and then President and Chief Financial Officer
for Klukwan, Inc., an ANCSA corporation involved in forest products and money management. His government service experience consists of State Debt Manager for the Alaska Department of
Revenue, Alaska State Forester, and currently, Deputy Commissioner for the Alaska Department of Revenue. Mr. Boutin has a Bachelor of Science from the University of New Hampshire, and
an MBA in Finance from the University of Oregon. He has lived in Juneau for the past 20 years. Greg Winegar-Member. Mr. Winegar is the first delegate for Edgar Blatchford, Commissioner
of the Department of Community and Economic Development. Mr. Winegar was appointed Director of the Division of Investments on May 22, 2000. This Division administers various direct lending
programs for the State and services loans for other State agencies, representing approximately 3,500 accounts totaling $250 million. Prior to his appointment as Director, Mr. Winegar
served as the Division of Investment's Lending Branch Manager for 21 years. Mr. Winegar received his Bachelor's degree from the Evergreen State College in 1973. In 1974, he accepted
a position with the predecessor to the Department of Community and Economic Development as a Clerk Typist 111 and was promoted several times over the next five years. In addition to
his work as Lending Branch Manager, he also served as a Loan Officer for the Department for five years where his responsibilities included credit analysis and recommendations for commercial,
multi-family, residential and consumer loan requests. Management Effective August 10, 1997, the State's Department of Revenue-Treasury Division ("DOR-Treasury") assumed adminisuative
and management responsibilities for the Bond Bank. Deven J. Mitchell, who serves as State Debt Manager and Investment Officer in DOR-Treasury, was appointed Executive Director of the
Bond Bank in 1999. Mr. Mitchell has worked for the State Department of Revenue since 1992. He previously held several positions in Alaska financial institutions. Mr. Mitchell holds a
Bachelor of Science degree in Business Administration from Northern Arizona University. Rather than employ staff, the Bond Bank contracts in the private sector for a wide range of professional
services. The Executive Director coordinates the activities of these professionals, which include bond counsel, financial advisor, accountants, auditors, fund trustees, bond trustees
and investment managers. Future Financing Plans The Bond Bank anticipates issuing additional bonds pursuant to its General Bond Resolution or other bond resolutions within the next 12
months. The principal amount of such additional bonds depends largely on the applications for Bond Bank financing from Governmental Units. The Bond Bank currently has one application
for the issuance of general obligation bonds. The City of Valdez has applied to the Bond Bank for $17 million. $$2 million of that application was funded with the 2004 Series B Bonds.
The Bond Bank Board will consider approval of and the timing of the remainder of that application request at a future time to be determined by the City of Valdez. The Bond Bank may not
issue revenue bonds in excess of $75 million during any fiscal year, unless the State Legislature approves such an issuance. Revenue refunding bonds are not included in the $75 million
fiscal year limitation. The Bond Bank has issued two series of revenue bonds since July 1, 2004. The Authority issued $28,845.000 Revenue Bonds, 2004 Series A for the City and Borough
of Juneau on August 26, 2004. The Authority issued $5,365,000 Revenue Bonds, 2004 Series B for the Municipality of Anchorage on September 1, 2004. In addition, one application is pending
for the issuance of revenue bonds. The City of Homer has applied for a $1.05 million loan. The Bond Bank Board will need to approve this application before issuing bonds to fund this
loan.
The total amount of Bond Bank bonds and notes outstanding at any one time may not exceed $500 million. As of December 1, 2004, the total principal amount of the Bond Bank's bonds and
notes outstanding, not including the 2004 Series D Bonds, will be $381,170,878. Debt Payment Record The Bond Bank has always made principal and interest payments on its general obligation
and revenue bonds when due. No deficiencies have arisen in any Debt Service Fund or the Reserve Fund, nor has there been a need to utilize Statutory Reserve Fund money or to exercise
the provision requiring that State aid payments to Governmental Units be paid to the Bond Bank. Two of the loans the Bond Bank has issued under the US. Department of Commerce Coastal
Energy Impact Program have been delinquent in the past. Both of the communities that obtained these loans have sought and received relief and are not currently in default. See "Bonds
Outstanding -Coastal Energy Impact Program" below. BONDS OUTSTANDING Under the provisions of the Act, the Bond Bank can issue additional series of Bonds under its General Bond Resolution
or issue bonds under other resolutions that the Bond Bank may choose to adopt. The Bond Bank currently has bonds outstanding under the following resolutions: General Bond Resolution
As of December 1, 2001, and including the sale of the 2004 Series D Bonds, the Bond Bank has issued $610,390,000* of general obligation Bonds under the General Bond Resolution, of which
$287,640.000* is currently outstanding. General Revenue Bond Resolutions The Authority issues revenue bonds under separate and distinct revenue bond resolutions. The proceeds of the
Authority's revenue bonds are applied toward the purchase of revenue bonds issued by municipal borrowers. A list of the outstanding revenue bond resolutions, amount of bonds outstanding
and obligated municipal borrowers appears in the table titled "TOTAL BOND BANK BONDS ISSUED AND OUTSTANDING AS OF DECEMBER 1, 2004" herein. Coastal Energy Impact Program The Bond Bank
has issued bonds to provide loans to local governments that qualify for aid under the Coastal Energy Impact Program ("CELP"). CEIP is a federal program to provide financial assistance
to coastal states and municipalities facing impacts from offshore oil development. The United States Department of Commerce, National Oceanic and Atmospheric Administration ("NOAA) and
the Bond Bank entered into an agreement whereby the Bond Bank was the direct lending agency for the CEIP in the State, with $50 million available to make loans to local governments or
to establish reserves for loans to local governments. The Bond Bank issued CEIP bonds to NOAA, the proceeds of which were used to purchase bonds issued by the Kenai Peninsula Borough
Central Hospital District, the City of Seward, the City of Nome, and the City of St. Paul. The total amount of bonds outstanding as of November 1, 2004, under the Coastal Energy Impact
Loan Program was $1 1,065,878, consisting of loans to the City of St. Paul and the City of Nome. * -Preliminary, subject subject to change
The Bond Bank issued its $6,562,878 1983 Series A Coastal Energy Bond to the U.S. Department of Commerce to fund a loan by the Bond Bank to the City of St. Paul to construct a new bulk
fuel farm. The City of St. Paul failed to pay the four annual payments due on May 31, 1997, 1998, 1999, and 2000. The City of St. Paul and NOAA restructured the City of St. Paul's loan
effective December 14, 2000. The City of St. Paul has made timely payments on the loan since restructuring. In 1985, the City of Nome, NOAA, and the Bond Bank entered into a tripartite
agreement which provided $5 million in CELP financing to assist in the construction of a $29 million causeway associated with the development of oil and gas resources in Norton Sound
near Nome under provisions of the CELP. Under terms of the agreement, repayment of the CEIP Bonds would come from revenues generated by causeway tariffs resulting from the oil and gas
development. The CEIP contained provisions for the forgiveness of loans if expected development did not occur. In 1994, NOAA, the City of Nome and the Bond Bank agreed to a 10 year moratorium
on principal and interest payments, with no further accrual of interest during the suspension period. No renewed interest in oil and gas exploration or development has resulted despite
repeated leasing opportunities offered by the Federal Minerals Management Service. The City of Nome has requested that NOAA forgive the debt incurred under the original agreement. The
moratorium ended in August 2004 and the City of Nome is working with NOAA and the State's congressional delegation to secure debt forgiveness related to the CEIP bonds. As of the date
hereof, NOAA has informed the City of Nome that it does not intend to forgive Nome's debt obligation to NOAA, but will work with the City to restructure the loan, including rescheduling
principal payments and reducing the interest rate on the loan. Bonds issued for the CElP are not secured by a pledge of any amounts held by or payable to the Bond Bank under the Bond
Resolution, including the Reserve Account, and are not in any way a debt or liability of the Bond Bank, nor are they secured directly or indirectly by the Statutory Reserve Fund or any
reserve account created therein. Direct Loans The Bond Bank has purchased certain bond anticipation notes and defeased certain Bond Bank bonds with money from the Custodian Account while
retaining underlying communities' bonds. As of December 1, 2004, the Bond Bank holds the principal amount of $710,000 City and Borough of Yakutat Electric Utility Revenue Bonds in its
financial portfolio.
GENERAL BOND RESOLUTION GENERAL OBLIGATION BONDS OUTSTANDING series 1993 Series A-I1 1995 Series A 1995 Series B 1995 Series C 1995 Series D 1996 Series A 1996 Series B 1997Series A
1997 Series B 1998 Series A 1998 Series B 1999 Series A 2000Serics A 2000 Serics B 2000 Series C 2000 Serics D 2000 Series E 2000 Series F 2001 Serics A ZOO1 Series B 2002 Series A 2002
Series B 2003 Series A 2003 Serics B 2003 Series C 2003 Series D 2003 Series E 2003 Serics F 2003 Serics G 2004 Series A 2004 Series B 2004 Series C 2004 Series D"' Total (AS OF DECEMBER
1,2004) ('"'I Number of Bond Issues Purchased 0 2 1 1 1 2 1 2 1 2 0 2 2 3 1 1 5 1 1 1 1 2 1 1 2 1 2 0 1 2 3 3 2 Outstanding "' Loan Obligations 595,000 2,575,000 70.000 580,000 1,345,000
1,190,000 895,000 565.000 8,095,000 6,400,000 2,275,000 10,335,000 7,475,000 9,280,000 19,130,000 1,640,000 11,957,000 915,000 14,420,000 3,195,000 12,840,000 10,530,000 8,440,000 3,020,000
7,325,000 14,355,000 31,125.000 1,690,000 23,535,000 18,390,000 16,640,500 14,307,000 12,550,000 277,479,500 Reserve Obligations 0 740,000 0 510.000 0 0 0 0 485,000 100,000 0 360,000
305,000 0 610,000 0 473,000 0 420,000 285.000 755.000 525,000 305,000 0 210,000 365,000 0 0 575.000 800,000 694,500 268,000 Total 595.000 3,315,000 70,000 1,090,000 1,345,000 1,190,000
895.000 565,000 8,580,000 6,500,000 2,275,000 10,695,000 7,780,000 9,280,000 19,740,000 1,640,000 12,430,000 915,000 14,840,000 3,480,000 13,595,000 11,055,000 8,745,000 3,020,000 7,535,000
14,520,000 31,125.000 1,690,000 24,110,000 19,190,000 17,335,000 14,575,000 (1) Excludes Bonds that have been refunded or defeased. (2) 2004 Series D Bonds added bul no1 outstanding
as of December 1, 2004. Preliminary, subject to change.
TOTAL BOND BANK BONDS ISSUED AND OUTSTANDING AS OF DECEMBER 1,2004 Original Amount Issued Amount Outstanding I. Total 1976 General Resolution G.O. Bonds"' $610,390,000 "' $287,640,000"'
U. Revenue Bonds 1993A Resolution 1995 Resolution 1997 Resolution 1998A Resolution 1998B Resolution 1999A Resolution 2000A Resolution 2000B Resolution 2001A&B Resolution 2002 Resolution
2003A Resolution 2003B Resolution 2003C Resolution 2004A Resolution 2004B Resolution Municipal Borrower Municipality of Anchorage City of Seward City of Ketchikan City of Ketchikan City
of Homer Inter-Island Ferry Authority City of Unalaska City of Seward Ketchikan Gateway Borough City of Ketchikan City & Borough of Juneau City of Valdez City of Kodiak City & Borough
of Juneau Municipality of Anchorage Ill. Coastal Energy Impact Loan Program 35,456,046 11,065,878 REMAINING DEBT CAPACITY AFTER THE ISSUANCE OF THE 2004 SERIES D BONDS Limit (Section
44.85.180 of the Act) Less Outstanding Bonds General Obligation Bonds Loan Obligations Reserve Obligations Revenue Bonds Coastal Energy Loan Program Total Outstanding Debt $394,960,878
Remaining Debt Capacity $105,039.122 (1) Includes all general obligation Bonds issued under the 1976 General Resolution, including the 2004 Series D Bonds. Preliminary, subject to change.
(2) The limit applies to all outstanding bonds or notes issued by the Bond Bank; if the Bond Bank adopts other general obligation or revenue resolutions, any bonds outstanding under
such resolution(s) would apply toward the limit.
DEBT SERVICE REQUIREMENTS OF OUTSTANDING GENERAL OBLIGATION BONDS AND THE 2004 SERIES D BONDS (Fiscal Years Ending June 30) Fiscal Year 2005 2006 2007 2008 2009 2010 201 1 2012 2013
2014 2015 2016 2017 2018 2019 2020 202 1 2022 2023 2024 2025 2026 2027 2028 2029 Debt Service On Outstanding Bonds $32,319,347 31,290.147 27,214,123 26,299,205 24,879.672 24,493,285
24,948,984 23,786.693 20,899,396 18,715,679 18,077,916 17,061,321 16,813,880 17,302.807 16,385,319 14,731,424 14,648,328 10,397,539 1 1,262,651 7,600,495 3,780,651 2,426,306 2,451,450
2,467.500 2,465,125 $412,719,242 2004 Series D 2004 Series D Total Principal* Interest Debt Service * -Preliminary, subject to change.
TAX RATES AND DEBT LIMITATION Property Assessn~ents Under provisions of State law, borough officials assess all taxable property within borough boundaries except property used in exploration,
production or pipeline transportation of gas or unrefined oil. Home rule and first class cities outside of borough boundaries can assess the same property within their jurisdictions.
Property used in exploration, production or pipeline transportation of gas or unrefined oil is assessed by the State Department of Revenue as authorized by the State Legislature in 1973.
The State levies a 20 mil tax on such property. Local governments and service areas may levy and collect a property tax based on the State's assessed valuation of those properties within
the local jurisdiction; payments made to local jurisdictions are allowed as a credit toward payments due the State. Tax Rate Limitations Taxes levied by an Alaska municipality for purposes
other than debt service on bonds are limited by State statute (AS 29.45.090) to an amount equal to three percent of the assessed valuation of taxable property in the municipality. In
addition, a municipality or combination of municipalities occupying the same geographical area may not levy taxes for purposes other than debt service on bonds in excess of the greater
of (a) an amount equal to $1,500 for each person residing within the municipality or (b) an amount which is the result of applying the millage rate of the municipality to the product
of 225 percent of the average per capita assessed valuation of all taxable property in the State multiplied by the number of residents in the municipality. Taxes levied by a second class
city cannot exceed two percent of the assessed valuation of taxable property in the city, except to avoid a default on principal and interest payments on general obligation debt. Debt
Limitation There are no constitutional or statutory debt limitations imposed on Governmental Units under State law. General law municipalities can issue general obligation bonds for
capital improvements without limitation upon approval of a majority of qualified voters. Some home rule municipalities have a debt limit imposed by home rule charter. SUMMARY OF THE
GENERAL BOND RESOLUTION The following is a summary of certain provisions of the General Bond Resolution, to which reference is made for a complete statement of the provisions or contents
of the document. Words and terms used in this summary are defined in the above mentioned document and will have the same meanings herein as contained in that document, except as defined
in this Official Statement. General Bond Resolution Constitutes Contract The General Bond Resolution constitutes a contract between the Bond Bank and the holders of the Bonds, and the
pledges made in the General Bond Resolution and the covenants and agreements therein set forth to be performed by the Bond Bank will be for the equal and proportionate benefit, protection
and security of the holders of any and all of the Bonds, all of which will be of equal rank without without preference, priority or distinction.
Obligation of Bonds The Bonds are direct and general obligations of the Bond Bank, and the full faith and credit of the Bond Bank are pledged for the payment of the principal or redemption
price of, interest on and sinking fund installments for, the Bonds. The State will not be liable on the Bonds, and the Bonds will not be a debt or liability, or constitute a pledge or
loan of the faith and credit of the State. Pledge The Municipal Bonds and the Municipal Bonds Payments, the investments thereof and the proceeds of such investments, and all funds and
accounts established by the General Bond Resolution to be held by the Trustee are pledged and assigned for the payment of the principal of, redemption price of, interest on, and sinking
fund installments for, the Bonds in accordance with the terms and provisions of the General Bond Resolution, subject only to the provisions of the General Bond Resolution permitting
the application thereof for the purposes and on the terms and conditions set forth in the General General Bond Resolution. The Municipal Bonds and the Municipal Bonds Payments and all
other money and securities pledged pursuant to the General Bond Resolution immediately will be subject to the lien of such pledge without any further act, and such lien will be valid
and binding as against all parties having claims of any kind in tort, contract or otherwise against the Bond Bank, regardless of whether such parties have notice thereof. Power to Issue
Bonds and Make Pledges The Bond Bank covenants that it is duly authorized by law to issue the Bonds and to adopt a series resolution and to pledge the Municipal Bonds Payments, the Municipal
Bonds and other money, securities, funds and property purported to be pledged by the General Bond Resolution which will be free and clear of any pledge, lien, charge or encumbrance thereon
or with respect thereto prior to, or of equal rank with, the pledge created by the General Bond Resolution, except for the liens in favor of the Trustee for its expenses. The Bond Bank
will at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Municipal Bonds Payments, the Municipal Bonds and other money, securities, funds and
properly pledged under the General Bond Resolution and all the rights of the Bondholders under the General Bond Resolution against all claims and demands of all persons whomsoever. General
The Bond Bank will do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the Bond Bank under law and the General Bond
Resolution in accordance with the terms thereof. The Bond Bank pledges and agrees that it will not cause the State to limit or alter the rights vested by the Act in the Bond Bank to
fulfill the terms of any agreements made with Bondholders, or in any way impair the rights and remedies of such Bondholders, until the Bonds, together with the interest thereon, with
interest on any unpaid installments of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of such holders, are fully met and discharged.
Waiver of Laws The Bond Bank will not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of any stay or extension
of law now or at any time hereafter in force which may affect the covenants and agreements contained in the General Bond Resolution or in any Series Resolution or in the Bonds, and all
benefit or advantage of any such law or laws is hereby expressly waived by the Bond Bank.
Loan Agreement Provisions No Loan will be made and no Bonds will be issued for the purpose of providing funds with which to make a Loan, unless the Loan Agreement under which such Loan
is to be made will comply with the following: (a)The municipality which is a party to such Loan Agreement must be a Governmental Unit as defined by the General Bond Resolution, and the
Loan Agreement must be executed in accordance with existing laws. (b)The Governmental Unit, prior to or simultaneously with the issuance of Bonds, will issue Municipal Bonds which are
valid obligations of the Governmental Unit as required by the Act. (c) The Municipal Bonds Payments to be made by the Governmental Unit under such Loan Agreement will be not less than
the interest and principal payments the Bond Bank is required to make on the Loan Obligations and will be scheduled by the Bond Bank in such manner and at such times as to provide funds
sufficient to pay principal and interest on the Loan Obligations as the same become due. (d)The Governmental Unit will be obligated to pay Fees and Charges to the Bond Bank at the times
and in the amounts which will enable the Bond Bank to comply with the provisions of the General Bond Resolution. (e)The Governmental Unit will agree that in the event the Municipal Bonds
Payments are not paid by it ro the Bond Bank on or before the rimes specified in the Loan Agreement, any money payable to the Governmental Unit by any department or agency of the State
will be withheld from such Governmental Unit and paid over directly to the Trustee acting under the General Bond Resolution. (f) The Bond Bank will not sell, and the Governmental Unit
will not redeem prior to maturity, any of the Municipal Bonds in an amount greater than the Outstanding Bonds issued with respect to such Loans which are then redeemable, and any such
sale or redemption will be in an amount not less than the aggregate of (i) the principal amount of the Loan Obligations to be redeemed, (ii) the interest to accrue on the Loan Obligations
so to be redeemed to the next redemption date, (iii) the applicable redemption premium, and (iv) the costs and expenses of the Bond Bank in effecting the redemption of the Loan Obligations.
(g)The Government Unit must give the Bond Bank at least fifty days notice of its intent to redeem its Municipal Bonds. Modification of Loan Agreement Terms The Bond Bank will not consent
to the modification of, or modify, the rates of interest of, or the amount or time of payment of any installment of principal of or interest on, any Municipal Bonds evidencing a Loan,
or the amount or time of payment of any Fees and Charges payable with respect to such Loan, or the security for or any terms or provisions of such Loan or the Municipal Bonds evidencing
the same, in a manner which adversely affects or diminishes the rights of the Bondholders.
Enforcement of Municipal Bonds The Bond Bank will diligently enforce, and take all reasonable steps, actions and proceedings necessary for the enforcement of, all terms, covenants and
conditions of all Loan Agreements and the Municipal Bonds, including the prompt collection, and the giving of notice to the Commissioner of Revenue, Commissioner of Community and Economic
Development and the Commissioner of Administration and any other department or agency of the State which is custodian of any money payable to the Governmental Unit of any failure or
default of the Governmental Unit in the payment of its Municipal Bonds Payments and will promptly transfer any such money, upon receipt thereof, to the Trustee and the Trustee will deposit
any such money in the Principal Account and Interest Account in place of said unpaid Municipal Bonds Payments or in the event deficiencies in said Accounts created by such default will
have been made up by the Reserve Fund, into the Reserve Fund to the extent of such deficiencies. Funds and Accounts The General Bond Resolution established a Debt Service Fund, consisting
of an Interest Account, a Principal Account and a Redemption Account; a Reserve Fund with a Special Account therein; and an Operating Fund. The Debt Service Fund and the Reserve Fund
are held by the Trustee. The Operating Fund is held by the Bond Bank. Deb1 Service Fund. The Trustee will deposit Municipal Bonds Interest Payments and any other money available for
the payment of interest in the Interest Account upon receipt thereof. The Trustee will, on or before each interest payment date, pay out of the Interest Account the amounts required
for the payment of the interest becoming due on each series of Bonds on such interest payment date. The Trustee will deposit Municipal Bonds Principal Payments and any other money available
for the payment of principal in the Principal Account upon receipt thereof. The Trustee will, on or before each principal payment date or Sinking Fund Installment date, pay out of the
Principal Account the amounts required for the payment of the principal or Sinking Fund Installment due on each series of Bonds on such date. The Trustee establishes in the Redemption
Account a separate sub-account for each Series of Bonds. Any money deposited into the Redemption Account from any source other than money transferred from the Reserve Fund because of
a reduction in the Required Debt Service Reserve or upon the sale or redemption of Municipal Bonds will be applied to the purchase or redemption of Bonds. Any money deposited into the
Redemption Account from the Reserve Fund because of a reduction in the Required Debt Service Reserve will be applied to the purchase or redemption of Reserve Fund Obligations. The Bond
Bank will deposit in the Redemption Account such portion of the money received as the proceeds of sale or redemption of Municipal Bonds and such money will be set aside by the Trustee
in the appropriate Series sub-account. Money so held in each separate series sub-account by the Trustee will be be applied to the purchase or retirement of such Series of Bonds having
the same maturity date or dates and in the same principal amount of each maturity as the Municipal Bonds that were sold or redeemed. Reserve Firnd. Monthly, the Trustee will set aside
from amounts in the Reserve Fund derived from investment earnings and profits, an amount which will, on such date, be equal to the unpaid interest on the Reserve Fund Obligations accrued
and to accrue to the last day of such month. On or before each principal payment date and Sinking Fund Installment payment date of Reserve Fund Obligations, the Trustee will withdraw
from amounts in the Reserve Fund other than amounts in the Special Account and deposit in the Principal Account an amount which, when added to the amount then on deposit in the Principal
Account and derived from sources other than Municipal Bonds Payments, will be equal to the Principal Installment of the Reserve Fund Obligations falling due on such date.
uarterly, after complying with the foregoing provisions, the Trustee will withdraw from the Reserve Fund any amount remaining therein derived from investment earnings or profits, and
pay over said amount to the Bond Bank for deposit in the Operating Fund, but only to the extent that there remains after such withdrawal an amount in the Reserve Fund at least equal
to the Required Debt Service Reserve and an amount in the Special Account not less than two-thirds of the Required Debt Service Reserve. The Bond Bank will pay into the Reserve Fund
(a) money made available by the State for the purpose of the Statutory Reserve Fund created by the Act in the amount provided by a Series Resolution; (b) all money paid to the Bond Bank
pursuant to the Act for the purpose of restoring the Reserve Fund to the amount of the Required Debt Service Reserve; (c) such portion of the proceeds of sale of Bonds as will be provided
by any Series Resolution; and (d) any other money which may be made available to the Bond Bank for the purposes of the Reserve Fund from any other source or sources. The Trustee will
deposit in the Special Account any amounts described by clause (a) above and any other amounts directed by the Bond Bank (except amounts derived from the sale of Bonds or Notes), and
any income or interest earned and profits realized due to the investment thereof. In the event there will be a deticiency in the Interest Account or in the Principal Account, the Trustee
will make up such deficiencies from the Reserve Fund. All amounts so withdrawn will first be withdrawn from amounts in the Special Account. Ad~ninistrarion of Reserve Flind. Money and
securities held in the Reserve Fund will not be withdrawn therefrom at any time in such amount as would reduce the amount in such Fund to an amount less than the Required Debt Service
Reserve except for the payment when due of debt service on Reserve Fund Obligations and to cure a deficiency in the Principal Account or the Interest Account. In order to assure the
maintenance of the Reserve Fund in an amount equal to the Required Debt Service Reserve and in compliance with the requirements of the Act, the Bond Bank will cause the Chairman annually,
before each January 30, to make and deliver to the Governor and to the State Legislature a certificate stating the amount, if any, required to restore the Reserve Fund to the amount
of the Required Debt Service Reserve. Money received by the Bond Bank from the State pursuant to such a certification will, to the extent such certification was occasioned by the fact
that the amount in the Reserve Fund was less than the Required Debt Service Reserve, be deposited in the Reserve Fund. Money received by the Bond Bank from the State pursuant to such
a certification will, to the extent such certification was occasioned by the fact that the amount in another fund created within the Statutory Reserve Fund was less than the Required
Debt Service Reserve as therein defined, be deposited in said fund. Whenever the amount in the Reserve Fund is less than the the Required Debt Service Reserve, the Bond Bank will transfer
from other amounts available in the Statutory Reserve Fund to the Reserve Fund the amount required to restore the Reserve Fund to the Required Debt Service Reserve. Operaring Fu~tdT.
here will be deposited in the Operating Fund all Fees and Charges, to the extent not otherwise encumbered or pledged, and any other money which may be made available to the Bond Bank
therefor from any other source or sources. Money at any time held for the credit of the Operating Fund will be used for and applied solely to the following purposes: (a) to pay the Administrative
Expenses of the Bond Bank; (b) to pay the fees and expenses of the Trustee and any Paying Agent; (c) to pay financing costs incurred with respect to a Series of Bonds; and (d) to pay
any expenses incurred in carrying out any other purpose then authorized by the Act. All amounts in the Operating Fund will be free and clear of any lien or pledge created by the General
Bond Resolution.
Security for Deposits All money held by the Trustee will be continuously and fully secured, for the benefit of the Bond Bank and the Bondholders, by Investment Securities of a market
value not less than the amount of such money or in such other manner as may then be required or permitted by applicable State or federal laws and regulations regarding the security for
must funds, except that it will not be necessary for the Trustee or any Paying Agent to give security for the deposit of any money with them held in trust for the payment of the principal
or Redemption Price of or interest on any Bonds, or for the Trustee to give security for any money which will be represented by obligations purchased under the provisions of the General
Bond Resolution as an investment of such money. Payment of Bonds The Bond Bank will duly and punctually pay or cause to be paid the principal or Redemption Price, if any, of every Bond
and the interest thereon, at the dates and places and in the manner provided in the Bonds according to the true intent and meaning thereof, and will duly and punctually satisfy all Sinking
Fund Installments, if any, which may be established for any Series. Fees and Charges The Bond Bank will charge such Fees and Charges to each Governmental Unit to which a Loan is made,
and will revise such Fees and Charges whenever necessary, so that such Fees and Charges actually collected from each such Governmental Unit will at all times produce money which, together
with such Governmental Unit's Allocable Proportion of other money available under the provisions of the General Bond Resolution, and other money available therefor, will be at least
sufficient to pay, as the same become due, the Governmental Unit's Allocable Proportion of the Administrative Expenses of the Bond Bank and of the fees and expenses of the Trustee and
any Paying Agent. Issuance of Additional Obligations Including for the Purpose of Refunding The Bond Bank will not issue any obligations or create any additional indebtedness which will
be secured by a charge and lien on the Municipal Bonds and the Municipal Bonds Payments or which will be payable from the Debt Service Fund or the Reserve Fund, except that additional
Series of Bonds may be issued under the General Bond Resolution on parity with Outstanding Bonds and secured by an equal charge and lien on the Municipal Bonds and the Municipal Bonds
Payments and payable equally and ratably from the Debt Service Fund and Reserve Fund for the purposes of (a) making Loans to Governmental Units, (b) making payments into the Interest
Account, (c) making payments into the Reserve Fund, (d) funding of Notes theretofore issued for any purposes for which Bonds may have been issued, (e) the refunding of any Bonds then
Outstanding, provided that aggregate debt service in each year is not increased, and (f) making payments into the Operating Fund from amounts received as a premium over the principal
amount of a Series of Bonds. No additional series of Bonds will be issued unless: (a) the aggregate principal amount of Bonds and Notes Outstanding at the time of issuance and delivery
of such additional Bonds including the principal amount of such additional Bonds, will not exceed any limit thereon imposed by law; (b)there is at the time of the issuance of such additional
Bonds no deficiency in the amounts required by the General Bond Resolution or any Series Resolution to be paid into the Debt Service Fund and into the Reserve Fund;
(c) the amount of the Reserve Fund, upon the issuance and delivery of such additional Bonds, will not be less than the Required Debt Service Reserve and the amount in the Special Account
in the Reserve Fund will equal not less than two-thirds of the Required Debt Service Reserve; and (d)the maturities of, or Sinking Fund Installments for, the additional Bonds representing
Loan Obligations, unless such additional Bonds are being issued to refund Outstanding Bonds, will be equal to the scheduled Municipal Bonds Principal Payments to be made in respect of
the Loans with respect to which such additional Bonds are to be issued. The Bond Bank expressly reserves the right to adopt other general bond resolutions and reserves the right to issue
Notes and any other obligations so long as the same are not a charge or lien on the Municipal Bonds, the Municipal Bonds Payments and the Fees and Charges or payable from the Debt Service
Fund or the Reserve Fund. Defeasance If the Bond Bank will pay or cause to be paid to the holders of all Bonds then Outstanding, the principal or Redemption Price, if any, and interest
to become due thereon, at the times and in the manner stipulated therein and in the General Bond Resolution, then, at the option of the Bond Bank, as expressed in an instrument in writing
signed by an Authorized Officer and delivered to the Trustee, the covenants, agreements and other obligations of the Bond Bank to the Bondholders will be discharged and satisfied. All
Outstanding Bonds of any Series will, prior to the maturity or redemption date thereof, be deemed to have been paid if (a) in case any of said Bonds are to be redeemed on any date prior
to their maturity, the Bond Bank will have given to the Trustee in form satisfactory to it irrevocable instructions to publish notice of redemption on said date of such Bonds, and (b)
there will have been deposited with the Trustee or Paying Agent either monies in an amount which will be sufficient or Investment Securities described in clause (a) of the definition
thereof (except that with respect to Bonds entitled to the benefits of a bond insurance policy, only direct and general obligations of the United States will be deposited), the principal
of and the interest on which when due will provide monies which, together with the monies, if any, deposited with the Trustee or Paying Agent at the same time, will be sufficient, to
pay, when due, the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as may
be the case. Supplements and Amendments The Bond Bank may supplement the General Bond Resolution without the consent of the Bondholders or the Trustee for various purposes not inconsistent
with the General Bond Resolution, to impose additional limitations or restrictions on the issuance of Bonds or other debt, to impose other restrictions on the Bond Bank, to surrender
any right, power or privilege, or to confirm any pledge of or lien upon the Municipal Bonds or the Municipal Bonds Payments or any other funds. With the written consent of the Trustee,
the Bond Bank may also supplement the General Bond Resolution to cure any ambiguity, omission or defect in the General Bond Resolution. Any modification or amendment of the General Bond
Resolution and of the rights and obligations of the Bond Bank and of the Bondholders may be made with the written consent (a) of the holders of at least two-thirds in principal amount
of the Bonds Outstanding at the time such consent is given, or (b) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment,
of the holders of at least two-thirds in principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that such modification
or amendment will not permit (i) a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or Sinking Fund Installment
therefore, (ii) a reduction in the principal amount or the
Redemption Price thereof or in the rate of interest thereon, (iii) a reduction of the percentage of the Holders of which is required to effect any such modification or amendment, or
(iv) the creation of any lien prior to or on a parity with the lien created by the General Bond Resolution (except in the manner provided by the General Bond Resolution) or deprive the
Bondholders of the lien created by the General Bond Resolution, without the consent of the Holders of all the Bonds Outstanding or of the Series of Bonds affected by such modification
or amendment. Events of Default and Remedies Each of the following events is an event of default: (a) the Bond Bank defaults in the payment of the principal or Redemption Price of, Sinking
Fund Installment for, or interest on, any Bond when and as the same will become due whether at maturity or upon call for redemption, or otherwise; (b) the Bond Bank fails or refuses
to comply with the provisions of the Act regarding the certification of deficiencies in the Reserve Fund, or such amounts as will be certified to the Governor and to the Legislature
pursuant to the Act will not be appropriated and paid to the Bond Bank prior to the termination of the then current State fiscal year; or (c) the Bond Bank fails or refuses to comply
with the provisions of the Act, other than as provided in (b) above, or defaults in the performance or observance of any other of the covenants, agreements or conditions on its part
in the General Bond Resolution, any Series Resolution, any Supplemental Resolution, or in the Bonds contained, and such failure, refusal or default will continue for a period of 45 days
after written notice thereof by the Trustee or the Holders of not less than 5 percent in principal amount of the Outstanding Bonds; provided, however, that an event of default will not
be deemed to exist under the provisions of clause (c) above upon the failure of the Bond Bank to make and collect Fees and Charges required to be made and collected by the General Bond
Resolution or upon the failure of the Bond Bank to enforce any obligation undertaken by a Governmental Unit pursuant to a Loan Agreement including the making of the stipulated Municipal
Bonds Payments so long as the Bond Bank may be otherwise directed by law and so long as the Bond Bank will be provided with money from the State or otherwise, other than withdrawals
from or reimbursements of the Reserve Fund, sufficient in amount to pay the principal of and interest on all Bonds as the same will become due during the period for which the Bond Bank
will be directed by law to abstain from making and collecting such Fees and Charges and from enforcing the obligations of a Governmental Unit under the applicable Loan Agreement. Upon
the happening and continuance of any event of default specified in paragraph (a) above, the Trustee will proceed, or upon the happening and continuance of any event of default specified
in paragraphs (b) and (c) above, the Trustee may proceed, and upon the written request of the holders of not less than 25 percent in principal amount of the Outstanding Bonds will proceed,
in its own name, to protect and enforce its rights and the rights of the Bondholders by such of the following remedies as the Trustee, being advised by counsel, will deem most effectual
to protect and enforce such rights: (a) by mandamus or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require the
Bond Bank to make and collect Fees and Charges and Municipal Bonds Payments adequate to carry out the covenants and agreements as to, and pledge of, such Fees and Charges and Municipal
Bonds Payments, and other properties and to require the Bond Bank to carry out any other covenant or agreement with Bondholders and to perform its duties under the Act; (b) by bringing
suit upon the Bonds;
(c) by action or suit in equity, require the Bond Bank to account as if it were the trustee of an express trust for the holders of the Bonds; (d)by action or suit in equity, enjoin any
acts or things which may be unlawful or in violation of the rights of the holders of the Bonds. Upon the occurrence of an event of default the Trustee may, and upon the written request
of the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding will, declare the principal of all the Bonds then Outstanding, and the interest
accrued thereon, to be due and payable immediately, and upon any such declaration the same will be immediately due and payable. This provision, however, is subject to the condition that
if before any judgment or decree for the payment of the money due will have been obtained or entered, the Bond Bank will deposit with the Trustee a sum sufficient to pay all principal
on the Bonds matured prior to such declaration and all matured installments of interest upon upon all the Bonds, with interest on such overdue installments of principal at the rate borne
by the respective Bonds, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee will have been made good or cured to the satisfaction of the
Trustee or provision deemed by the Trustee to be adequate will have been made therefor, then the holders of at least a majority in aggregate principal amount of the Bonds then outstanding,
may, on behalf of the holders of all of the Bonds, rescind and annul such declaration and its consequences and waive such default. Bondl~olders' Direction of Proceedings. The holders
of a majority in principal amount of the Bonds then Outstanding will have the right to direct the method of conducting all remedial proceedings to be taken by the Trustee, provided that
such direction will not be otherwise than in accordance with law or the General Bond Resolution, and that the Trustee will have the right to decline to follow any such direction which
in the opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction. Lir~litation on Rights of Bondl~olders. No holder of any Bond will have any
right to institute any suit, action, mandamus or other proceeding in equity or at law under the General Bond Resolution, or for the protection or enforcement of any right under the General
Bond Resolution or any right under law unless such holder will have given to the Trustee written notice of the event of default or breach of duty on account of which such suit, action
or proceeding is to be taken, and unless the holders of not less than 25 percent in principal amount of the Bonds then Outstanding will have made written request of the Trustee and will
have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted under the General Bond Resolution or law or to institute such action, suit or proceeding
in its name and unless, also, there will have been offered to the Trustee reasonable security and and indemnity against the costs, expenses and liabilities to be incurred thereby, and
the Trustee will have refused or neglected to comply with such request within a reasonable time. No holder of the Bonds will have any right to affect, disturb or prejudice the security
of the General Bond Resolution, or to enforce any right with respect to the Bonds or the General Bond Resolution, except in the manner provided in the General Bond Resolution, and all
proceedings at law or in equity will be instituted, held and maintained in the manner herein provided and for the benefit of all Bondholders. Excess Earnings The Bond Bank covenants
and agrees to calculate Rebateable Arbitrage and to pay Rebateable Arbitrage to the United States of America in the manner necessary to comply with the then applicable federal tax law.
Within 30 days after the end of every fifth Bond Year, and within 60 days of the date when all of each Series of Bonds have been retired (or at such other time or times as may then be
required by the Code and the applicable Income Tax Regulations), the Bond Bank will determine the Rebateable Arbitrage with respect to each Series of Bonds, and pay rebate amounts due
the United States of America with respect thereto, as provided in Section 148(f) of the Code.
LITIGATION Upon the delivery of the 2004 Series D Bonds, the Bond Bank will furnish a certificate to the effect that, among other things, there is no litigation pending in any court
to restrain or enjoin the issuance or delivery of the 2004 Series D Bonds, or in any way contesting the validity or enforceability of the 2004 Series D Bonds, the Bond Resolution or
any Bonds or money pledged under the Bond Resolution. CERTAIN LEGAL MATTERS Legal matters incident to the authorization, issuance and sale by the Bond Bank of the 2004 Series D Bonds
are subject to the approving legal opinion of Wohlforth, Vassar, Johnson & Brecht. P.C. of Anchorage, Alaska, Bond Counsel to the Bond Bank. The proposed form of the opinion of Bond
Counsel is included herein as Appendix A. Certain legal matters will be passed upon for the City of Adak by its counsel Wohlforth, Vassar, Johnson & Brecht. PC. of Anchorage, Alaska.
Certain legal matters will be passed upon for Kodiak Island Borough by its counsel Birch, Honon, Bittner and Cherot, of Anchorage, Alaska. The Bond Bank and the City of Adak have both
consented to the dual representation by the firm of Wohlforth, Vassar, Johnson & Brecht, P.C. of Anchorage, Alaska. FINANCIAL ADVISOR Western Financial Group, LLC has acted as financial
advisor (the "Financial Advisor") to the Bond Bank in connection with the issuance of the 2001 Series D Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken
to make, an independent verification or to assume responsibility for the accuracy, complereness,
or fairness of the information contained in this Official Statement. Western Financial Group, LLC is an independent advisory firm and is not engaged in the business of underwriting,
trading, or distributing municipal securities or other public securities. FINANCIAL STATEMENTS The financial statements of the Bond Bank included as Appendix F to this Official Statement
have been audited by Elgee, Rehfeld. Mertz & Barratt, LLC, independent certified public accounts, to the extent and for the periods indicated in their report thereon. Such financial
statements have been included in reliance upon the report of Elgee, Rehfeld, Mertz & Barratt, LLC. TAX EXEMPTION In the opinion of Wohlforth, Vassar, Johnson & Brecht. P.C., Bond Counsel,
based on an analysis of existing laws, regulations, rulings and court decisions and assuming, among other things, compliance with certain covenants, interest on the 2004 Series D Bonds
is excluded from gross income for federal income tax purposes. The 2001 Series D Bonds are not private activity bonds, and interest on the 2004 Series D Bonds is not an item of tax preference
for purposes of determining alternative minimum taxable income for individuals or corporations under the Code. However, interest on the 2004 Series D Bonds is taken into account in the
computation of adjusted current earnings for purposes of the corporate alternative minimum tax under Section 55 of the Code. Bond Counsel is also of the opinion, based on existing laws
of the State as enacted and construed that interest on the 2004 Series D Bonds is excluded from taxation by the State except for transfer, estate and inheritance taxes and except to
the extent that inclusion of said interest in computing the corporate alternative minimum tax under the Code may affect the corresponding provisions of the State corporate income tax.
The Code imposes various restrictions, conditions, and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the
2004 Series D Bonds. The Bond Bank has covenanted to comply with certain restrictions designed to assure that interest on the 2004 Series D Bonds will not be included in federal gross
income. Failure to comply with these covenants may result in interest on the 2004 Series D Bonds being included in federal gross income, possibly from the date of issuance of the 2004
Series D Bonds. The opinion of Bond Counsel assumes compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken
(or not taken) or events occurring (or not occurring) after the date of issuance of the 2004 Series D Bonds may adversely affect the tax status of interest on the 2004 Series D Bonds.
Although Bond Counsel has rendered an opinion that interest on the 2004 Series D Bonds is excluded from gross income for federal income tax purposes, the ownership or disposition of,
or the accrual or receipt of interest on, such 2004 Series D Bonds may otherwise affect a 2004 Series D Bond Owner's federal or State tax liability. The nature and extent of these other
tax consequences will depend upon the 2004 Series D Bond Owner's particular tax status and the 2004 Series D Bond Owner's other items of income or deduction. Bond Counsel expresses no
opinion regarding any other tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on, the 2004 Series D Bonds. Bond Counsel's opinion is
not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings, and court decisions and the representations
and covenants of the Bond Bank. No ruling has been sought from the Internal Revenue Service (the "Service") with respect to the matters addressed in the opinion of Bond Counsel, and
Bond Counsel's opinion is not binding on the Service. The Service has an ongoing program of auditing the tax-exempt status of the interest on governmental obligations. If an audit of
the 2004 Series D Bonds is commenced, under current procedures, the Service is likely to treat the Bond Bank as the "taxpayer," and the owners of the 2004 Series D Bonds (the "Owners")
would have no right to participate in the audit process. In responding lo or defending an audit of the tax-exempt status of the interest on the 2004 Series D Bonds, the Bond Bank may
have different or conflicting interests from the Owners. Public awareness of any future audit of the 2004 Series D Bonds could adversely affect the value and liquidity of the 2004 Series
D Bonds during the pendency of the audit, regardless of its ultimate outcome. Tax Treatment of Original Issue Premium The 2004 Series D Bonds maturing on 1 in the years -through -, inclusive,
are offered at a premium ("original issue premium") over their principal amount. For federal income tax purposes, original issue premium is amortizable periodically over the term of
a 2004 Series D Bond through reductions in the holder's tax basis for a 2004 Series D Bond for determining taxable gain or loss from sale or from redemption prior to maturity. Amortizable
premium is accounted for as reducing the interest on the 2004 Series D Bond rather than creating a deductible expense or loss. Holders should consult their tax advisors for an explanation
of the amortization rules. Tax Treatment of Original Issue Discount The 2004 Series D Bonds maturing on 1 in the years through -, inclusive, are offered at a discount ("original issue
discount") equal generally to the difference between the public offering price and the principal amount of such 2004 Series D Bonds. For federal income tax purposes, original issue discount
on a 2004 Series D Bond accrues periodically over the term of a 2004 Series D Bond as interest with the same tax exemption as regular interest. The accrual of original issue discount
increases the holder's tax basis in a 2004 Series D Bond for determining taxable gain or loss from the sale or from redemption prior to maturity. Holders should consult their tax advisors
for an explanation of the accrual rules.
RATINGS Moody's Investors Service ("Moody's") and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, ("Standard & Poor's") have assigned ratings of "-" and
"-", respectively, to the 2004 Series D Bonds. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained
from the rating agency furnishing the same, at the following addresses: Moody's, 99 Church Street, New York, New York 10007, (212) 553-0300; Standard & Poor's, 55 Water Street, New York,
New York 10041, (212) 438-2124. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own.
There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies if, in the
judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2004 Series
D Bonds. SOURCES OF CERTAIN INFORMATION The City of Adak has provided information in this Official Statement appearing in Appendix D concerning the City of Adak. Kodiak Island Borough
has provided information in this Official Statement appearing in Appendix E concerning Kodiak Island Borough. The Bond Bank makes no representation as to the accuracy of information
in this Official Statement concerning the City of Adak or Kodiak Island Borough. CONTINUING DISCLOSURE UNDERTAKING Basic Undertaking to Provide Anmral Financial 11lforn7ation and Notice
of Material Events. Pursuant to the Securities and Exchange Conimission ("SEC") Rule 15~2-12(b)(5), as it may be amended from time to time (the "Rule"), the Bond Bank, Kodiak Island
Borough and tbe City of Adak will each undertake its respective Disclosure Certificate (the "Undertaking") for the benefit of the Beneficial Owners of the 2004 Series D Bonds to provide
or cause to be provided to each nationally recognized municipal securities information repository designated by the SEC in accordance with the Rule (the "NRMSIR) and to a state information
depository, if one is established in the State and recognized by the SEC (the "SID), annual financial information and operating data of the type included in this Official Statement as
generally described below; and the Bond Bank will undertake to provide or cause to be provided to each NRMSIR or the Municipal Securities Rulemaking Board ("MSRB), and to the SID, timely
notice of the occurrence of any of the following events specified by the Rule, if applicable and material, with respect to the 2004 Series D Bonds: (a) principal and interest payment
delinquencies; (b) non-payment related defaults; (c) unscheduled draws on debt service reserves reflecting financial difficulties; (d) unscheduled draws on credit enhancements reflecting
financial difficulties; (e) substitution of credit or liquidity providers, or their failure to perform; (0 adverse tax opinions or events affecting the tax-exempt status of the 2004
Series D Bonds; (g) modifications to rights of Beneficial Owners of the 2004 Series D Bonds; (h) 2004 Series D Bond calls; (i) defeasances; 6) release, substitution, or sale of property
securing payment of the 2004 Series D Bonds; and (k) rating changes. The Bond Bank and the 2004 D Borrowers also will provide to each NRMSIR or to the MSRB, and to the SID, if any, timely
notice of their failure to provide required annual financial information on or before the date specified below. The Bond Bank reserves the right to make filings through the facilities
of DisclosureUSA (web address: http://www.disclosureusa.org) rather than with each NRMSLR and SID, if one is created. Type of Aw~ualF inancial l~~ormat ioU~nld ertake~lt o be Provided.
The annual financial information that the Bond Bank undertakes to provide will consist of (a) annual financial statements for the Bond Bank and each of the five municipalities having
the largest principal amounts of outstanding Bonds held by the Bond Badi under the General Bond Resolurion as of the last day of the fiscal year of the Bond Bank (currently June 30)
for which the information is being provided, prepared in accordance with generally accepted accounting principles applicable to governmental entities, as such principles may be changed
from time to time; which statements will not be audited, except that if and when audited financial statements are otherwise prepared and available to the Bond Bank they
will be provided; (b) a statement of authorized, issued and outstanding bonded debt; (c) Reserve Fund balance and estimated Reserve Requirement; and (d) Governmental Unit statistics
in substantially the same form as Appendix C attached hereto. This information will be provided to each NRMSIR and the SID, if any, not later than 180 days after the end of each fiscal
year of the Bond Bank (currently, the 12-month period ending June 30), as such fiscal year may be changed as required by State law, commencing with the Bond Bank's fiscal year ending
June 30, 2005. The 2004 D Borrowers will provide or cause to be provided the following annual financial information and operating data for the prior fiscal year commencing with the fiscal
year ended June 30, 2004 for the City of Adak and Kodiak Island Borough: (a) annual financial statements prepared in accordance with generally accepted accounting principles applicable
to government entities as such principles may be changed from time to time; (b) financial informalion generally of the type included in Appendices D and E to this Official Statement;
(c) a statement of authorized, issued and outstanding general obligation debt of each 2004 D Borrower; (d) the assessed value of the property within each 2004 D Borrower subject to ad
valorem taxation; and (e) ad valorem tax levy rates and amounts and percentage of taxes collected. Such annual financial information and operating data will be provided by each 2004
D Borrower to the NRMSIRs and the SID, if any, not later than 180 days after the end of each 2004 D Borrower's fiscal year. If not provided as part of the annual financial information,
the 2004 D Borrowers will provide their audited annual tinancial statements prepared in accordance with generally accepted accounting principles, when and if available, to each then
existing NRMSIR and the SID. In their provision of annual financial information, the Bond Bank and 2004 D Borrowers may crossreference to any "final official statement" (as defined in
the Rule) available from the MSRB or any other documents provided to each then existing NRMSIR, or the SID. A11lend111ent of U~lderraking. The Undertaking is subject to amendment after
the primary offering of the 2004 Series D Bonds without the consent of any Beneficial Owner of any 2004 Series D Bond, or any broker, dealer, municipal securities dealer, participating
underwriter, rating agency, NRMSIR, the SID or the MSRB, if (a) the amendment is made in connection with a change in circumstances that arises from a change in legal requirements, a
change in law, or a change in the identity, nature or status of the Bond Bank; (b) the Undertaking, as amended, would have complied with the requirements of the Rule at the time of the
primary offering of the 2004 Series D Bonds, after taking into account any amendments or interpretations of the Rule by the SEC and any changes in circumstances; (c) the Bond Bank obtains
an opinion of nationally recognized bond counsel to the effect that the amendment will not adversely affect the Bond Bank's compliance with the Undertaking and Rule; and (d) the Bond
Bank notifies and provides each then existing NRMSIR and the SID with copies of the opinions and amendments. Such amendment may be adopted without the consent of any Beneficial Owner
of any of the 2004 Series D Bonds, notwithstanding any other provision of the Undertakings or the Bond Resolution. The first Annual Report containing amended operating data or financial
information pursuant to an amendment of the Undertakings will explain, in narrative form, the reasons for the amendment and its effect on the type of operating data and financial information
being provided. Ter~nOtatio~Tl. he obligations of the Bond Bank under its Undertaking will terminate upon the legal defeasance, prior redemption or payment in full of all of the 2004
Series D Bonds. The obligation of 2004 Series D Borrowers under their Undertakings will terminate upon the legal defeasance, prior redemption or payment in full of its loan obligations
to the Bond Bank. Ren~edy for Failure to Comply with Undertaking. No failure by the Bond Bank andlor the 2004 D Borrowers to comply with any provisions of their respective Undertakings
will constitute a default in respect of the 2004 Series D Bonds and the sole remedy under the respective Undertakings in the event of any failure of the Bond Bank andlor the 2004 Series
D Borrowers to comply with their respective Undertaking will be the right to obtain specific performance of the Undertaking.
Prior Compliance with Continuing Disclosure Undertakings under the Rule The Bond Bank and Kodiak Island Borough are in compliance with all of their prior undertakings pursuant to the
Rule. The City of Adak has, at this time, not been required lo provide an undertaking pursuant to the Rule. DEFINITIONS The following terms are used in this Official Statement with the
following meanings: "Act" -The Alaska Municipal Bond Bank Act, codified as Chapter 85, Title 44, of the Alaska Statutes, as amended. "Bond Bank" -The Alaska Municipal Bond Bank, a public
corporation and instrumentality of the State of Alaska within the Department of Revenue but with legal existence independent of and separate from the State. "Bonds" -Bonds issued by
the Bond Bank under the General Bond Resolution. These include "Loan Obligations" and "Reserve Fund Obligations" as defined below. "Code" -Internal Revenue Code of 1986 and the regulations
thereunder, as amended. "Debt Service Fund" -A fund established by the General Bond Resolution to be maintained and held by the Trustee. The General Bond Resolution detines and provides
that the "Interest Account," "Principal Account" and "Redemption Account" are maintained within the Debt Service Fund. "General Bond Resolution" -The Bond Bank's General Bond Resolution
adopted May 27, 1976, as amended, and its Series Resolutions 2004-07 adopted July 19, 2004, Resolution 2004-09 adopted on September 22, 2004 and Resolution 2004--adopted on November
3, 2004 by the Board of Directors of the Bond Bank authorizing the issuance of the 2004 Series D Bonds. (The Bond Bank may adopt additional general obligation resolutions for the same
or different purposes.) "Governmental Unit" -A home rule or general law city or borough including but not limited to a unified municipality organized under Title 29 of the Alaska Statutes
or a service area (a limited power tax area of a borough). "Loan Agreement" -An agreement entered into between the Bond Bank and a Governmental Unit setting forth the terms and conditions
of a loan under the terms of the General Bond Resolution. "Loan Obligations" -Bonds issued by the Bond Bank under the General Bond Resolution for the purchase of Municipal Bonds of a
Governmental Unit. "Municipal Bonds" -Bonds, notes or other evidences of general obligation debt issued by any Governmental Unit, as defined in the Act, which have been acquired by the
Bond Bank as evidence of a loan to the Governmental Unit pursuant to the Act and the General Bond Resolution. "Municipal Bonds Payment" -The amounts paid or required to be paid, from
time to time, for principal and interest by a Governmental Unit to the Bond Bank on the Governmental Unit's Municipal Bonds. "Notes" -Any obligations referred to herein issued by the
Bond Bank other than Bonds.
"Operating Fund" -A fund established by the General Bond Resolution to account for the ordinary operations of the Bond Bank. This fund is not held by the Trustee and money therein is
not pledged as security for Bonds. "Ordinary Account" -An account within the Reserve Fund in which the proceeds of the Reserve Fund Obligations are deposited to provide a portion of
the Required Debt Service Reserve. "Outstanding" -When used with reference to Bonds, shall mean, as of any date, Bonds theretofore or then being delivered under the provisions of the
General Bond Resolution, except: (i) any Bonds cancelled by the Trustee or any Paying Agent at or prior to such date, (ii) any Bonds for the payment or redemption of which monies equal
to the principal amount or Redemption Price thereof, as the case may be, with interest to the date of maturity or redemption date, shall be held by the Trustee or the Paying Agents in
trust (whether at or prior to the maturity or redemption date), provided that if such Bonds are to be redeemed, notice of such redemption shall have been given as provided in the General
Bond Resolution or provision satisfactory to the Trustee shall have been made for the giving of such notice, (iii) any Bonds in lieu of or in substitution for which other Bonds shall
have been delivered pursuant to the General Bond Resolution, and (iv) Bonds deemed to have been paid as provided in the General Bond Resolution. "Required Debt Service Reserve" -Presently,
the amount required to be on deposit in the Reserve Fund is the greater of (i) maximum annual debt service on all outstanding Loan Obligations, or (ii) the "Initial Requirement" defined
as 15 percent of the principal amount of all Loan Obligations outstanding less one-tenth of one percent for each $1 million or fraction thereof of all Loan Obligations issued in excess
of $100 million to an amount equal to ten percent of all Loan Obligations outstanding upon the issuance of $150 million in Loan Obligations. Over $150 million in Loan Obligations have
been issued. On August 23, 1999, the Bond Bank adopted its Supplemental Resolution No. 99-8 (the "Supplemental Resolution") amending the definition of "Required Debt Service Reserve"
contained in the General Bond Resolution as follows: "as of any date of calculation, the Required Debt Service Reserve will be the least of the following: (i) 10% of the original stated
principal amount of all Bonds Outstanding; (ii) maximum annual principal and interest requirements on all Bonds then Outstanding; (iii) 125% of average annual principal and interest
requirements on all Bonds then Ouwmding; or (iv) such lesser amount as shall be required to maintain the exemption of interest of all Bonds Outstanding from inclusion in gross income
for federal income tax purposes under the Code." The Supplemental Resolution will take effect on the first day following the date on which the Bond Bank receives consent to the amendment
from the Holders of all Bonds Outstanding under the General Bond Resolution. The Underwriters \ill be required to give irrevocable consent to this amendment to the General Bond Resolution;
such consent will not lapse with time or upon transfer of the 2004 Series D Bonds. The Bond Bank has not received, or attempted to secure, the consent required under the Supplemental
Resolution for its general obligation bonds issued prior to August 23, 1999. The Bond Bank has received consent from the Holders of all of its general obligation bonds issued since August
23, 1999 and intends to obtain the same consent with all future issues of its general obligation bonds. "Reserve Fund" -The reserve account established by the General Bond Resolution
within the Statutory Reserve Fund and held by the Trustee pursuant to the provisions of the General Bond Resolution. The Reserve Fund consists of the Special Account and the Ordinary
Account. "Reserve Fund Obligations" -Bonds issued by the Bond Bank, under the provisions of the General Bond Resolution, to obtain funds to deposit in the Ordinary Account within the
Reserve Fund, designated by maturity and amount in each Series Resolution.
"Series Resolution" -A resolution of the Bond Bank authorizing the issuance of a series of Bonds in accordance with the terms of the General Bond Resolution. "Special Account" -An account
within the Reserve Fund into which, pursuant to the General Bond Resolution, the Bond Bank pays, in the amount required by a Series Resolution, money made available by the State for
Statutory Reserve Fund purposes. "Statutory Reserve Fund" -The Alaska Municipal Bond Bank Reserve Fund created by the Act. The Reserve Fund, established by the General Bond Resolution
is maintained within, but separate from, the Statutory Reserve Fund. MISCELLANEOUS The summaries or descriptions of provisions in the General Bond Resolution and all references to other
materials not purporting to be quoted in full are only brief outlines of certain provisions thereof and do not constitute complete statements of such documents or provisions, and reference
is hereby made to the complete documents and materials, copies of which will be furnished by the Bond Bank on request. Any statements made in this Official Statement indicated to involve
matters of opinion or estimates are represented as opinions or estimates in good faith. No assurance can be given, however, that the facts will materialize as so opined or estimated.
PRELIMINARY OFFICIAL STATEMENT The Bond Bank hereby deems this Preliminary Official Statement pursuant to the SEC Rule 15~2-12a s final as of its date except for the omission of the
information dependent upon the pricing of the issue, such as offering prices, interest rates, delivery date and other terms of the 2004 Series D Bonds dependent on the foregoing matters.
OFFICIAL STATEMENT The Bond Bank has authorized the execution and distribution of this Official Statement. ALASKA MUNICIPAL BOND BANK 1st Deven J. Mitchell Executive Director
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APPENDIX A Form of Legal Opinion
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JULIUSJ. BRECHT CHERYL RAWLS BROOKING CYNTHIA L. CARTLEDGE SHELLEYKLEBENAL ROBERTM. JOHNSON BRADLEY E. MEYEN KENNETH E VASSAB ERIC E. WOHLFORTH WOHLFORTH,VASSAR,JOHNSON&BRECHT APRDFESSIONIV
CORPORATION TELEPHONE 1107.276.6401 FACSIMILE 907.276.5093 WEBSITE W W W . ) W /~ . C O ~ December -, 2004 Board of Directors Alaska Municipal Bond Bank P.O. Box 11 0405 Juneau, Alaska
9981 1 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the Alaska Municipal Bond Bank (the "Bank") of $ General Obligation Bonds, 2004 Series D
(the "Bonds"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion, including the opinions &f bond counsel to the Governmental
Units (as defined in the Resolutions referred to below) concerning the validity and enforceability of the Municipal Bonds and the Loan ~~reements securing the Loans financed with the
proceeds of the Bonds. The Bonds are issued under the Alaska Municipal Bond Bank Act, Chapter 85 of Title 44 of the Alaska Statutes, as amended (the "Act"), and the General Bond Resolution
of the Bank entitled "A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank Authority; Providing For The Issuance From TimeToTime Of Said Bonds;
Providing For The Payment Of Principal Of And Interest On Said Bonds, And Providing For The Rights Of The Holders Thereof," adopted May 27, 1976, as amended (the "General Bond Resolution")
and the Series Resolution No. 2004-10 of the Bank entitled "A Series Resolution Authorizing the Issuance of General Obligation Bonds, 2004 Series D, of the Alaska Municipal Bond Bank;
Rescinding Resolution No. 2004-07, as Amended; and Related Matters," adopted on November-, 2004 (the "Series Resolution"). The General Bond Resolution and the Series Resolution are referred
to herein collectively as the "Resolutions."
Alaska Municipal Bond Bank December--. 2004 Page 2 The Bonds are in registered form, are dated the date of delivery, mature on November 1 in each of the years in the respective principal
amounts, and bear interest at the rates, as follows: -Due 2005 2006 2007 2008 2009 2010 201 1 2012 2013 2014 Principal Interest Principal Interest Amount Rate -Due Amount Rate 2015 2016
201 7 201 8 2019 2020 2021 2022 2023 2024 The Bonds bear interest from the date of delivery, payable on November 1, 2005, and semi-annually thereafter on May I and November 1 in each
year. The Bonds are subject to redemption prior to maturity as provided in the form of Bond. In connection with the issuance of the Bonds, we have reviewed the Resolution and the certificate
as to arbitrage of the Bank dated the date hereof (the "Tax Certificate"), a Certificate of No-Litigation of the Attorney General (counsel to the Bank), certificates of the Bank, the
Trustee and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based
on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions
taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. We
disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) by any parties other
than the Bank and the due and legal execution and delivery thereof by any parties other than the Bank. We have not undertaken to verify independently, and have assumed, the accuracy
of the factual matters represented, warranted or certified in the documents referred to in the preceding paragraph. Furthermore, we have assumed compliance with the covenants and agreements
contained contained in the Resolutions and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions,
omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights
Alaska Municipal Bond Bank December --, ZOO4 Page 3 and obligations under the Bonds and the Tax Certificate may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent
conveyance, moratorium and other laws relating to
or affecting creditors' rights generally and to the application of equitable principles. We express no opinion as to the Official Statement or other offering material relating to the
Bonds. Applicable federal tax law establishes certain requirements that must be met subsequent to the issuance of the Bonds in order for interest on the Bonds not to be included in gross
income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The Bank has covenanted that it will comply with such requirements
and that it will do all things necessary to ensure that interest on the Bonds will be, and remain, not included in gross income for federal income tax purposes, under Section 103 of
the Code. As to questions of fact material to our opinion, we have relied upon various statements and representations of the Bank contained in the Resolutions and in the certified proceedings
and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Subject to the foregoing, we are of the opinion that,
under existing law: 1. The Bank is duly created and validly exists as a public corporation and instrumentality of the State of Alaska (the "State"), with the corporate power to adopt
the Resolutions which have been duly adopted by the Bank, and are valid and binding upon the Bank and enforceable in accordance with their terms. 2. The Resolutions create a valid pledge
of a lien on the funds established by the Resolutions for the security of the Bonds on a parity with other bonds issued or to be issued under the General Bond Resolution to the extent
and on the terms provided therein. 3. The Bonds have been duly authorized and issued in accordance with law, including the Act as amended to the date hereof, and in accordance with the
Resolutions, and constitute valid, binding general obligations of the Bank as provided in the Resolutions, payable and enforceable in accordance with their terms and the terms of the
Resolutions. The Bonds are not a debt or liability, nor do they constitute a pledge of the faith and credit, of the State. 4. Under existing laws, regulations, rulings and judicial decisions,
interest on the Bonds is excluded from the gross income of the owners thereof for federal income tax purposes. However, interest on the Bonds is taken into account in determining adjusted
current earnings for purposes of computing the federal corporate alternative minimum tax under Section 55 of the Code. The opinion set forth in the first sentence of this paragraph
Alaska Municipal Bond Bank December -, 2004 Page 4 is subject to the condition that the Bank comply with certain arbitrage and rebate requirements set forth in Section 148 of the Code
that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Bank
has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal
income tax purposes to be retroactive to the date of issuance of the Bonds. 5. Under existing laws, interest on the Bonds is free from taxation by the State except for transfer, estate
and inheritance taxes, and except to the extent that inclusion of said interest in computing the corporate alternative minimum tax under Section 55 of the Code, as described above, may
affect the corresponding provisions of the State corporate income tax. Sincerely yours, WOHLFORTH, VASSAR, JOHNSON & BRECHT, P.C. Cynthia L. Cartledge
APPENDIX B State Payments to Governmental Units
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Appendix B State Payments to Governmental Units The State of Alaska (the "State") disburses to Alaskan cities and boroughs (the "Governmental Units") funds that generally are available
for uses other than paying municipal bond debt service. In the event of default by a Governmental Unit with respect to a Loan Agreement, the Bond Bank can cause such funds, held in custody
by the State prior to disbursement, to be paid over to the Bond Bank. However, the State may at any time reduce or terminate the disbursements or programs under which they are made.
Four departments of the State disburse money to Governmental Units, as follows: (1) Department of Education and Earlv Development. The Department of Education and Early Development (the
"Department of Education") disburses State aid for educational purposes primarily through two programs. The first program provides a system under which the State, subject to annual appropriation
by the State Legislature, will reimburse municipalities that operate school districts districts for certain costs of school construction. State reimbursement applies both to cash expenditures
of over $25,000 and to debt service on locally issued general obligation school bonds. Timing of reimbursements are determined by municipalities' debt service payments, and are made
throughout the year. This reimbursement program provides generally, subject to certain statutory conditions, that the State will reimburse municipalities for between 60 percent and 100
percent of debt service incurred for such bonds. depending on when such bonds were issued. The State has in the past, and may in the future, appropriate less than the full amount to
which the municipalities are entitled. When amounts are insufficient the available funds have been allocated pro rata among the eligible school districts. Under the second program, the
State aids local school districts in the payment of operating expenses under the State "K-12 Support" funding which provides education-related aid for programs such as the Public School
Foundation, boarding home grants, youth and detention funding, handicapped facilities, pupil transportation, and nutrition programs. The program provides for monthly distributions to
the school districts. (2) Department of Revenue. The Department of Revenue disburses local shares of various taxes collected by the State within the jurisdiction of the Governmental
Unit including corporate income, amusement, aviation fuel, electric, telephone, liquor and fisheries taxes. Payments are distributed semiannually in January and July. (3) Department
of Communitv and Economic Development. Since 1980, State aid to Governmental Units includes direct grants and contribution for roads, health facilities and hospitals through the Department
of Community and Economic Development Municipal Assistance Revenue Sharing Program. In fiscal year 2004, all funding for the Municipal Assistance Revenue Sharing Program and Safe Communities
Program was eliminated. In fiscal year 2004 there is a one time disbursement of a Federal Temporary Fiscal Relief Grant. No such reduction occurred in fiscal years 2001, 2002 or 2003.
The Department of Community and Economic Development also administers a payment in lieu of taxes program under which the federal government pays a fee for use of land. The
payments received from the federal government are passed through the State to certain Governmental Units. Distributions occur annually in the month of July. (4) Department of Community
& Economic Development. The State disburses money to Governmental Units through the Department of Community & Economic Development's Capital Matching Grants program to provide assistance
to Governmental Units in financing capital projects. Distributions are made throughout the year as approved projects are constructed. Sources: Stare ofAlaska, Depart~~zeroitf Ad~?linisfr.atioD,~iv,
isio~io f Fi~ianceS; tate of Alaska, Ofjice of Managemenl and Budgel; and State ofAlaska, Deparanem ofRevenne, Tax Division
Alaska Municipal Bond Bank Authority Capability to Intercept Funds
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APPENDIX C Government Unit Statistics Regarding Participation in the Bond Bank
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APPENDIX C GOVERNMENTAL UNIT STATISTICS REGARDING PARTICIPATION IN THE BOND BANK OUTSTANDING PRINCIPAL OF GENERAL OBLIGATION LOANS TO GOVERNMENTAL UNIT BORROWERS OF THE ALASKA MUNICIPAL
BOND BANK Northwest Arctic Borough Kenai Peninsula Borough Aleutians East Borough Kodiak Island Borough* City of Sitka City of Wasilla City of Fairbanks City of Petersburg Ketchikan
Gateway Borough City of Ketchikan City of Seward City of Valdez City of Nome City of Unalaska Lake and Peninsula Bor. City of Palmer City of Cordova City of Homer City of Adak* City
of Craig City of Haines City of Soldotna City of Wrangell City of Kaktovik City of Yakutat (AS OF DECEMBER 1,2004 INCLUDES 2004 Borrower CRIES D BONDS) Percentage of Par 24.21 % 13.44%
9.91 % 9.15% 9.07% 6.20% 4.38% 3.30% 3.04% 2.92% 2.79% 1.77% 1.76% 1.58% 1.47% 1.03% 0.97% 0.62% 0.54% 0.40% 0.38% 0.34% 0.32% 0.18% 0.14% 0.08% 100.00% Outstanding Par City of Hoonah
* Preliminary, subject to change, 235,000 Total Outstanding Par 277,479,500
DEBT SERVICE OF OUTSTANDING GENERAL OBLIGATION LOANS TO GOVERNMENTAL UNIT BORROWERS OF THE ALASKA MUNICIPAL BOND BANK FISCAL YEARS 2005-2014 (AS OF DECEMBER 1, 2004, INCLUDES 2004 SERIES
D BONDS) B O ~ ~ O W E ~ Kmri Peninaulr Borough Norlhwerl ArcticBorovgh City md Boroughof Silka City of Ketchikan Keahikan G a f c $ ~B~oyro ugt City of Seward Lakc md Peninsula Bar.
Aleulirns East Borough City of Wrmgcll City offairbank City of Pclersbvrg City of Soldolna Cily of Wrrilla City olHomci City of Unrlarka Kodirk Island Borough' City of Nomc City of Cordova
City of Kemi city of Palmer City of Yakulrt City of Cmig City and Borough of Hriner Cily of Hoonilh City of vrldcz Citv of Krkforik * Preliminary, subject to change. The table does not
include debt service associated with reserve obligation bonds.
APPENDIX D City of Adak, Alaska
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APPENDIX D Authorization of the General Obligation Bonds, 2004 The $1,500,000 City of Adak, Alaska ("the City" or "Adak") General Obligation Bonds, 2004 ("the Bonds") are issued pursuant
to the loan agreement between the City of Adak and the Alaska Municipal Bond Bank, a portion of the bonds will be used to redeem the 2004 Bond Anticipation Note. Adak Ordinance 03-2003-1
1 authorized the Bonds. The Bond Anticipation Note was authorized pursuant to Adak Resolution No. 2004-16. Purpose of the Bonds The issuance of the Bonds provides funds to redeem the
2004 Bond Anticipation Note in the principal amount of $905,000. The proceeds of the Bond Anticipation Note were used to pay a portion of the costs to acquire, plan, design, construct,
improve and equip the small boat harbor facilities. The remainder of the Bond proceeds will be used for the same purpose. Security The City has pledged its full faith and credit for
the payment of principal and of interest on the Bonds. The Bonds, as general obligation bonds of the City, will be secured by the City's pledge to levy taxes, without limitation as to
rate or amount, on all taxable property within its boundaries subject to taxation, in amounts sufficient, together with other funds available including harbor revenues and sales tax
proceeds, to make all debt service payments on the Bonds. Debt Payment Record The City has always promptly met principal and interest payments on its debt obligations when due. Future
Financing The City has no plans to issue additional general obligation bonds within the next 12 months. Other than the authorization related to the Bonds, the City has no authorized
but unissued general obligation bonds. Litigation There is no controversy or litigation pending affecting the issuance and delivery of the Bonds, the validity of the Bonds, the corporate
existence of the City, title of the officers of the City, or authorizations and proceedings related to the issuance of the Bonds. There is however, litigation pending, unrelated to the
Bonds, regarding the Issuer's public utilities: Davison v. City of Adak, A04-0114 Civil (RRB). Davison is requesting money damages in the amount of five million dollars, an award of
his attorney fees and such other relief that the coun deems just and equitable. City Governnient The City was incorporated in April of 2001 as a second class city. The City has a manager
form of government. Seven council members are elected to three-year terms on a staggered rotation. A council member is selected as mayor by the entire council. The City Council appoints
the City Manager who is
responsible to the Mayor and Council for the proper handling of all City affairs. Other officials of the City are appointed by the Council and consist of City Clerk, Police Chief and
Fire Chief. The City provides a range of services for its citizens, including police protection, fire response, and emergency medical transport services; a public library; water, wastewater,
and refuse collection; road maintenance and street lights; public trail and park access; organized recreation activities for community members and the public swimming pool facility;
harbor and marine services, including moorage and storage; industrial lands for lease and a; a general practice medical clinic. Tax Revenue Structure Sales tax is assessed at 3% of the
gross sales generated within City limits. There is a $0.02 per gallon fuel transfer tax. Currently there are no property taxes. General and Econon~icIn formation Adak is located on Kuluk
Bay on Adak Island. It lies 1,300 miles southwest of Anchorage and 350 miles west of UnalaskalDutch Harbor, in the Aleutian Island Chain. Flight time to Anchorage is three hours. Adak
is the southem-most community in Alaska, on the latitude of Vancouver Island in Canada. It lies at approximately 51.8725" North Latitude and -176.62861" West Longitude. (Sec. 10, T096S,
R195W, Seward Meridian.) Adak is located in the Aleutian Islands Recording District. The area encompasses 122.4 sq. miles of land and 4.9 sq. miles of water. Adak lies in the maritime
climate zone, characterized by persistently overcast skies, high winds, and frequent cyclonic storms. Winter squalls produce wind gusts in excess of 100 knots. During the summer, extensive
fog forms over the Bering Sea and North Pacific. Average temperatures range from 20 to 60, but wind chill factors can be severe. Total precipitation is 64 inches annually, with an average
accumulated snowfall of 100 inches, primarily in the mountains. History: The Aleutian Islands were historically occupied by the Unangas. The once heavily-populated island was eventually
abandoned in the early 1800s as the Aleutian Island hunters followed the Russian fur trade eastward, and famine set in on the Andreanof Island group. However, they continued to actively
hunt and fish around the island over the years, until World War I1 broke out. Adak Army installations allowed U.S. forces to mount a successful offensive against the Japanese-held islands
of Kiska and Attu. After the War, Adak was developed as a Naval Air Station, playing an important role during the Cold War as a submarine surveillance center. Large earthquakes rocked
the Island in 1957, 1964 and 1977. At its peak, the station housed 6,000 naval personnel and their families. In 1994, severe cut-backs occurred, and family housing and schools were closed.
The station officially closed on March 31, 1997, and currently houses civilians. The Aleut Corporation acquired Adak's facilities under a land transfer agreement, pending with the Department
of the Interior and the U.S. NavyDepartment of Defense. Properties are currently under lease. About 30 families with children relocated to Adak in September 1998, most of them Aleut
Corp. shareholders, and a school was reopened. Aleut Corp. is currently developing Adak as a commercial center.
Culture: Since World War 11, the U.S. Navy developed outstanding facilities and recreation opportunities at Adak. A movie theater, roller skating rink, swimming pools, ski lodge, bowling
alleys, skeet range, auto hobby shop, photo lab, racquetball and tennis courts were developed. A new $18-million hospital was built in 1990. As of March 2003, all of these facilities
are closed except. The Aleut Corporation will be the facility's new owner, and the City operates existing facilities. Economy: A land exchange between Aleut Corp., the US. Navy, and
the Department of the Interior has transferred most of the naval facilities to the Aleut Corp. A portion of the Island remains within the National Maritime National Wildlife Refuge,
managed by U.S. Fish & Wildlife. Adak currently provides a fueling port and crew transfer facility for fishing fleets --an airport, docks, housing facilities, restaurant, grocery and
ship supply store are available. Contractors are performing an environmental clean-up. Aleutian Spray-Adak Seafood Co. processes Pacific cod, pollock, mackerel, halibut, albacore and
brown king crab. Four residents hold commercial fishing permits, primarily for groundfish. Facilities: Water is derived from Lake Bonnie Rose, Lake De Marie and Nurses Creek, stored
in any 7 water tanks throughout the community, and piped to facilities and housing units. The wastewater treatment system discharges through a marine outfall line to Kuluk Bay. There
is a permitted landfill -Roberts Landfill is a Class 2 with balefill. Transportation: Adak Airport has a control tower and two asphalt paved runways, one measures 7,790' long by 200'
wide, the other runway measures 7,605' by 200'wide. Both are an elevation of 19'. Alaska Airlines operates passenger and cargo jet service. There are three deep water docks and fueling
facilities. These bond proceeds along with federal funding will be used to expand the Sweeper Cove small boat harbor, including new breakwaters, a 315-ft. dock and new moorage floats.
There are approximately 16 miles of paved roads, and other gravel and dirt roads.
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APPENDIX E Kodiak Island Borough, Alaska
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APPENDIX E KODIAK ISLAND BOROUGH, ALASKA Authorization and Purpose of the General Obligation School Bond, 2004 Series B The Kodiak Island Borough (the "Borough") General Obligation School
Bond. 2004 Series B (the "Bond") is issued under the provisions of the constitution and statutes of the State of Alaska, and pursuant to Ordinance No. 2004-03, Ordinance No. FY2005-04,
and Ordinance No. FY2005-05. The qualified voters of the Borough ratified Ordinance No. 2004-03 at the April 20. 2004 special Borough election. and ratified Ordinance No. FY2005-04 and
Ordinance No. FY2005-05 at the October 5, 2004 regular Borough election. Ordinance No. 2004-03 authorized the issuance of up to $2,765,000 of general obligation bonds, $650,000 of which
remain unissued, to finance the acquisition and construction of school capital improvements in the Borough, including the Kodiak High School Pool Space Reclamation, and Ordinance No.
FY2005-04 and Ordinance No. FY2005-05 authorized the issuance of up to $10,400,000 of general obligation bonds, $10,400,000 of which remain unissued, to finance the acquisition and construction
of school capital improvements in the Borough, including a New School Pool and the Kodiak High Voc Ed/Classroom Reclamation.. The Bond will be issued pursuant to Ordinance No. FY2005-08,
which was enacted by the Borough Assembly on November 4.2004. Security The Borough has irrevocably covenanted that it will, without limitation as to rate or amount, levy taxes annually
on all taxable property within its boundaries in an amount sufficient to pay the principal of and interest on the Bond as the same shallcome due. The full faith and credit of the Borough
have been irrevocably pledged for the payment of the principal and interest on the Bond. The rights and remedies of Bond owners are subject to applicable bankruptcy or insolvency laws
or other similar laws generally affecting creditors' rights. Debt Payment Record The Borough has always promptly met principal and interest payments on its debt obligation when due.
due. Future Financing The Bond is the only authorized but unissued debt of the Borough. General and Economic Data The Borough is located at the western border of the Gulf of Alaska,
approximately 250 miles southwest of Anchorage. Kodiak Island, encompassing an area of 3,670 square miles, is the largest island of an archipelago area of nearly 7,130 square miles (about
the size of the State of Connecticut). The Borough also includes 2,500 square miles of land and sea along the coast of the Alaska Peninsula and the Shelikof Strait. The City of Kodiak
is at the northeast tip of the island, 50 minutes by air from Anchorage and three and one-half hours from Seattle. The city is the economic, transportation and governmental center of
the island group. The Alaska State Ferry system connects Kodiak with conlnlunides northeast of the Borough on the Kenai Peninsula and Prince William Sound, and with communities west
of the Borough on the Aleutian Islands, such as Dutch Harbor and Unalaska. Estimated population figures figures for the Borough are shown below: Population Borough Source: U.S. Census
Figures; Alaska Department olCommunity and Economic Development The City of Kodiak and Dutch Harbor (located approximately 630 miles west of Kodiak in the Aleutian Islands) are the two
centers of the Alaskan fishing industry. The port of Kodiak provides facilities for an extensive fishing
fleet that harvests a variety of species. Processors in Kodiak have made substantial investments in facilities for producing value added, final products for domestic and foreign consumption.
The location of the nation's largest Coast Guard base in Kodiak, as well as research facilities of the federal and State government, are important elements of the infrastructure that
support the fishing industry in Kodiak, and add to the stability of the Borough economy. The timber industry is also making a conuibution to the Borough economy. Seafood Industry Kodiak
is the center of fishing activities for the Gulf of Alaska. Its fishery is among the most diverse in the state. Residents participate in at least 27 different fisheries not including
the numerous groundfish fisheries, which are lumped together in a single category by the Commercial Fisheries Entry Commission. In addition to being quite diverse. Kodiak's fishing industry
is also one of its oldest, dating back to the early 1800s when the Russians built the first salmon cannery in Karluk. Kodiak is consistently one of the top three fishing pons in the
United States. The 2003 ex-vessel value of all fish coming into Kodiak was $82.9 million, up from $62.1 million in 2002, and volume in 2003 was 274.4 million pounds, up from 252.5 million
pounds the year before. Commercial Seafood Harvest Value & Volume Port of Kodiak Source: Ak. Dept. of Fish and Game 400,000,000 -350,000,000 -300,000,000 -250,000,000 -200,000,000 -150,000,000
-100,000,000 -50,000,000 --Salmon has traditionally been the mainstay of Kodiak's fisheries. Because of the cyclic nature of the salmon fisheries --especially pink salmon --the volume
and value of Kodiak's salmon catch varies greatly. Increased competition in world markets has also driven prices to new lows. In 1997, the exvessel value of Kodiak's salmon harvest was
$18.8 million compared to $25 million in 1996 and $53 million in 1995. The ex-vessel value of salmon in 2003 was $17.9 million, up from $13.3 million harvested in 2002. +Total Lbs --Total
S During recent years, the groundfish fishery (primarily pollock and cod) has become increasingly important to Kodiak's economy. From 1986 through 2003, the wholesale value of this fishery
increased from $23.5 million to more than $34 million.
Fish Landed at the Port of Kodiak 2003 Dungeness Crab Bristol Bay Red King Crab Other Crab Sea Cucumbers Misc. (shrimp, sea urchins) Octopus Halibut * Pacific Cod Sablefish Pollock Flatfish
Flathead Sole Pacific Ocean Perch Rockfish, Rock Sole Black Rockfish Salmon Herring TOTAL Ex-Vessel Value 704,134 4,712,882 1.299.9 15 210,847 5 1,764 27,896 22,407.370 16,410,153 8,034,046
6,582,246 747,899 25 1,869 575,365 700,627 1,137,352 3 1.865 17.890.468 1,086,270 82,910,951 Table Key a represents lbs. of product landed a1 the pon of Kodiak including harvests outside
of the Kodiak management area (from Fish Ticket data) f Includes the following species: butler sole, yellowfin sole, starry flounder. Alaska plaice and Greenland turbot g Includes the
following rockfish species: northern, thornyhead, yelloweye, rougheye. shortraker, and dusky rockfish * Halibut poundage from NMFS: includes all landings in Kodiak regardless of where
the fish were harvested Source: Alaska Dcpanment of Fish and Gamc In addition to the fish harvesting and processing sectors, there are also several government and educational institutions
that operate fisheries-related research facilities in Kodiak. The National Marine Fisheries Service Utilization and Research Division, along with the University of Alaska's Fisheries
Industrial Technology Center, provide lab services, quality and handling studies, product development assistance and other research efforts. The University of Alaska Marine Advisory
Program also has a field office in Kodiak. The Kodiak Fisheries Research Center, owned and operated by the Kodiak Island Borough, is a world-class research institute, open to both state
and federal researchers. Port Facilities The Port of Kodiak is the largest protected commercial fishing harbor in the United States. Combined facilities provide moorage for 650 vessels
up to 150 feet in length and include three commercial piers that can handle larger vessels such as the state ferry, cruise ships and cargo vessels. St. Paul Harbor, constructed in 1957.
and St. Herman Harbor. completed in 1982, serve as the home of the Kodiak fishing fleet. St. Paul has 250 boat slips and St. Hernian has 325 slips. St. Herman Harbor was expanded in
1993 to meet the needs of Kodiak's growing fleet. A 1,865-foot long breakwater at the harbor's main entrance was constructed to prevent damage to vessels during storms. A secondary entrance
channel was widened and deepened. In addition, 178 new boat slips were added, the majority for conlmercial fishing vessels longer than 90 feet The State of Alaska recently awarded the
City of Kodiak $7.5 million to do deferred maintenance in the St. Paul harbor. The City is in the process of repairing and upgrading the harbor as well as developing additional inner
harbor facilities, including additional large vessel moorage and dock space.
US. Coast Guard Base The U.S. Coast Guard operates its largest base on Kodiak Island. The 21,000-acre facility suppons nine Coast Guard Commands with responsibility for the Gulf of Alaska,
Aleutian Island and Bering Sea regions. Missions include search and rescue, fisheries law enforcement, marine environmental protection, fishing vessel safety and navigational aids. Since
911 1 the Coast Guard has also been very involved with homeland security. The base is an imponant component of the Kodiak economy. The Coast Guard has approximately 1,100 ac~ived uty
personnel at the Kodiak base, with close to 1.600 dependents, and employs 130 full-time civilians. The annual payroll of the base exceeds $35 million. In addition to employment, the
Coast Guard spends approximately $40 million annually in facility maintenance and capital improvements. The Coast Guard is a division of the Depanment of Transponation, not the Depanment
of Defense. The base plays a crucial role in Alaska's thriving fishing industry, and the Coast Coast Guard expecls future activity and personnel levels to remain stable. No major program
cutbacks are currently planned. University Marine Research The University of Alaska operates the Fishery Industrial Technology center in Kodiak. The $7.5 million facility on Near Island
brings together more seafood specialists than any other university food science research center in the United States. The faculty and research staff conduct extensive marine research,
develop and test new seafood technology, and teach classes. The "fish tech center" is supponed by the University, the fishing industry and government grants. Resources are currently
focused on improving fish harvesting methods and seafood processing. The center also develops and tests new seafood products. Successful technology advances are transferred to the fishing
industry and state and federal agencies. Kodiak Fisheries Research Center In October 1998 the Borough opened the Kodiak Fisheries Research Center adjacent to University of Alaska's Fishery
Industrial Technology Center on Near Island. The Center serves as a multi-agency research facility
committed to the preservation, enhancement and management of the Nonh Pacific marine ecosystem and resources. The Center contains an interpretive area that provides an educational and
interactive overview of Kodiak Island wildlife, marine life and research programs through graphic display panels, interactive computer programs and videos, a topographic map of the island,
a touch tank with live tide pool creatures and a 10 foot diameter aquarium featuring local marine fauna. The $21 million, 45,397 square foot facility provides laboratory, dormitory and
office space for the National Marine Fisheries Service (a division of NOAA), the Alaska Depanment of Fish and Game, and the University of Alaska. Approximately 30 researchers and suppon
staff work in the facility.
Timber Industry The timber industry began developing in the Borough in the early 1990s. Afognak Island, north of Kodiak Island and within the Borough boundaries, has an area of approximately
700 square miles. The island contains substantial stands of virgin old growth Sitka Spruce. Under the terms of the Alaska Native claims Settlement Act of 1971, thirteen native corporations
were given land on Afognak Island. Today, two logging ventures, the Afognak Native Corporation and Koncor Corporation, cut Sitka Spruce on land owned by these native corporations and
several other private owners. The gross value of timber production on Kodiak is shown below: Timber Industry Gross Production -Year 2003 2002 2001 2000 1999 1998 1997 1996 1995 Source:
Kodiak Chamber of Commerce Kodiak Launch Complex In January 1998, the Alaska Aerospace Development Corporation ("AADC"), a public corporation of the State of Alaska, began building a
commercial spaceport at Narrow Cape on Kodiak Island, about 25 miles southwest of the City of Kodiak. The Kodiak Launch Complex is the first complete rocket launch facility built in
the United States since the 1960s and the first not owned by the federal government. Completed in late 2000, the state-of-the-art facility includes a launch control center, payload processing
facility, spacecraft assembly building and launch pad. Designed to handle the small to medium size rockets that are used to launch low earth orbit satellites, as well as military, scientific
and research missions, the complex will provide a $28 million investment in the Borough for a unique, aerospace facility. The KLC celebrated its first mission November 15. 1998. Orbital
Sciences Corporation launched a sub-orbital vehicle for the US Air Force called "ait-I." The second successful launch from KLC lifted off September 15, 1999. The US Air Force atmospheric
interceptor technology (ait-2) rocket launched into sub-orbital flight along the West Coast of North America. The US Air Force had developed a program to launch rockets on sub-orbital
flights in support of Department of Defense operations. The Quick Reaction Launch Vehicle (QRLV) prograni made its initial launch from KLC in March 2001. The Kodiak STAR, the first planned
orbital launch from the KLC lifted off on September 29, 2001. The Strategic Targets Product Office (STOP) launched the Ballistic Missile Defense Organization, Strategic Target System
(STARS) from the KLC on November 9,2001. According to the Institute of Social and Economic Research (ISER), University of Alaska Anchorage, the economic impact of the September 2001
launch on the Kodiak Island Borough and the state of Alaska was an estimated $4.2 million in sales and $2.6 million in payroll. It created the equivalent of 85 year-round jobs. That
effect was felt about equally on Kodiak Island and in Anchorage. ISER estimated that people visiting Kodiak to work on the launch spent an add1tional$92,000 for recreational and personal
expenses.
General Obligation Debt Statement The following table sets forth the direct and overlapping general obligation debt applicable to the Borough as of June 30,2003. COMPUTATION OF DIRECT
AND OVERLAPPING DEBT JUNE 30,2003 Percentage Kodiak Island Net debt applicable to this Borough outstanding governmental share of (a) unit (b) debt (c) Kodiak Island Borough: General
obligation bonds $ 15.602.121 $ 15,602,121 $ 15,602,121 City of Kodiak: Revenue bonds Total $ 17,277,121 $ 17,277,121 (a) Gross debt outstanding less applicable amounts in the Debt Service
Funds. (b) Determined by ratio of assessed valuation of property subject to taxation in overlapping unit to valuation of property subject to taxation in reporting unit. (c) Under Alaska
Statutes Title 29, there is no limitation on municipal debt. Sources: Borough general ledger and City of Kodiak records RATIO OF ANNUAL DEBT SERVICE EXPENDITURES FOR GENERAL OBLIGATION
DEBT TO TOTAL GENERAL FUND EXPENDITURES AND TRANSFERS LAST TEN FISCAL YEARS Total Ratio of General Fund debt service Fiscal Interest Total debt expenditures to General Fund year Principal
(a) and fees service and transfers expenditures 1994 % 1,775,833 $ 690,170 $ 2,466,003 $ 7,162,545 34.4 1995 2.270.833 1,760,185 4,031.018 8,150,732 49.5 1996 2,480,833 1,386.681 3,867,514
9,278,184 41.7 1997 1,565,833 1,239,996 2,805,829 9,391.162 29.9 1998 1,660.833 1,141,366 2,802,199 11,393,083 24.6 1999 1,915,833 853,652 2,769,485 10,957,892 25.3 2000 1,905,833 858,164
2,763,997 9,793,574 28.2 2001 2,015.834 746,994 2,762.828 10,735,365 25.7 2002 1,095,833 853.543 1,949,376 10,726,858 18.2 2003 1,140,833 803,224 1,944,057 13,071,957 14.9 (a) Reflects
annual debt service requirements for term bonds. Source: Borough general ledger and debt documents
Tax Collection Record PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Percent of Percent of Percent of current Delinquent total tax Outstanding delinquent Fiscal Total Current
lax levy tax Total tax collections delinquent taxes to year tax levy collections collected collecdons collections to tax levy taxes tax levy TEN LARGEST PROPERTY TAXPAYERS YEAR ENDED
JUNE 30.2003 Percentage Percentage of total 2002 Net of total assessed Assessed taxes taxes value valuation levied levied Western Alaska Fisheries Alaska Communication Systems International
Seafoods of Alaska Ocean Beauty Seafoods Alaska Pacific Seafoods Brechan Enterprises, Inc. CSX Lines LLC Wal-Man Real Estate Bus. Tmsr Mill Bay Plaza Associates, Inc. Kodiak Fishmeal
Company Totals
Income and Employment The Borough has a growing economy. As shown below, the Borough's per capita income is less that the state average, but falls among those of the more populated areas
such as Matanuska-Susitna Borough (located just north of Anchorage) and Fairbanks Nonh Star Borough: Per Capita Income Levels July 2001 Kodiak Island Borough State of Alaska Fairbanks
Nonh Star Borough Matanuska-Susitna Borough Source: Alaska Department of Labor. Research and Analysis Section The Alaska Depanment of Labor provides two measures of employment data.
The first is a breakdown by industry, but excludes self-employed proprietors and unpaid family business members. As such, this series understates employment in the Borough's fishing
industry. When measuring the total labor force and unemployment, the Depanment makes adjustments for these factors. Department of Labor statistics also exclude employment of military
personnel, which includes approximately 1.100 employees at the Kodiak Coast Guard base. Based on the number of con~mercial fishing permits held by Kodiak residents and accepted crew
ratios, annual con~mercial fishing employment is estimated to be 3,200. En~ploymenti n the Borough 1998-2002 1998 Total Industries 5,737 Government 1.121 -Federal 170 -State 242 -Local
709 Natural Resources & Mining 69 Consuuction 154 Manufacturing 1.968 -Food 1.875 Trans.. Comm. & Utilities 297 Trade 840 -Wholesale 69 -Retail 77 1 Finance. Ins. &Real Estate 162 Services
1.125 Source: Alaska Department of Labor. Research and Analysis
Total Borough Employnlent and Unemployment Rate, 1999-2003 Annual Average Employment Unemployment Rate Employment in the Borough is highly seasonal due to the nature of the fishing industry.
Employment usually peaks during the third quarter, when fish harvesting is busiest, and declines in the fourth quarter when yearly fishing quotas are reached. Unemployment rates throughout
the year might range from a low of 5.9% (Sept 2003) up to 17.4% (Dec 2003). Con~n~erciaanld Residential Construction Conmercial and residential construction has proceeded at a moderate
pace in the Borough as shown below: Commercial Residential Fiscal Year 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Source: Borough Records No. of Units 59 41 36 39 51 54 33 30
47 44 -Value 6,055,321 3,862,599 1,559,938 16,676,612 6,784,879 2,720,259 1,379,673 1,494,337 2,915,740 2,859,775 No. of Units 159 160 112 149 141 156 198 190 166 179 -Value Total Value
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APPENDIX F Financial Statements of the Alaska Municipal Bond Bank for the Year Ending June 30, 2003
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ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Management's Discussion and Analysis and Financial Statements June 30,2003 Together With Independent Auditors'
Report
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Table of Contents Management's Discussion and Analysis Financial Statements Auditors' Report Statements
of Net Assets and Governmental Funds Balance Sheet Statements of Activities and Governmental Funds Statements of Revenues, Expenses and Changes in Net Assets Notes to Financial Statements
Supplemental Schedule of Statutory Reserve Accounts
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30. 2003 This Management's Discussion and Analysis (MDM) is required by GASB 34, a recent rule established
by the Governmental Accounting Standards Board. This section is intended to make the financial statements more understandable to the average reader who is not familiar with traditional
accounting terminology. This financial report has two integral parts: this MD&A and the financial statements with the accompanying notes that follow. Together, they present the Alaska
Municipal Bond Bank Authority's ('Bond Bank") financial performance during the fiscal year ended June 30, 2003. Summarized prior fiscal year information is shown within this MD&A, as
needed for comparative purposes. Required financial statements GASB 34 requires two financial statements: the statement of net assets and governmental fund balance sheet and the statement
of activities and governmental fund revenues, expenditures and changes in fund balances. These statements report financial information about the Bond Bank's activities using generally
accepted accounting principles. Financial Highlights: During fiscal year 2003 the Bond Bank approved seven municipalities' applications and purchased $62 million in municipal bonds.
The subsequent issuance of Bond Bank bonds of $62 million resulted in approximate savings of $3,634,000 to the borrowing communities. This activity level and community benefit level
is comparable to FY2002 when the Bond Bank issued $39 million to fund 7 community's projects and provided savings of $4,415,600 to the borrowing communities. The financial position of
the Bond Bank remains strong. All reserves are fully funded and invested to provide earnings for the Bond Bank's operations and transfers to the State general fund. Statement of Net
Assets The statement of net assets report assets, liabilities and net assets of the Bond Bank Assets Assets represent I)th e value of the Bond Bank's investments and investment income
receivable on the financial statement dates, recorded at fair market value, and (2) bond principal and interest payments receivable from municipalities. The investments generate income
for the Bond Bank to use to meet reserve requirements and pay operating costs. Excess investment earnings are distributed to the State of Alaska's (State) general fund each year. Interest
received on bonds purchased from municipalities is used to pay the Bond Bank's corresponding interest payments on the bonds that it has issued. Liabilities Liabilities represent claims
against the fund for 1) goods and services provided before the financial statement date but not yet paid for at that date, and 2) interest and bond payments due to purchasers of the
Bond Bank's bonds after the financial statement date.
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30, 2003 Restricted and Unrestricted Net Assets Net assets are comprised of two components. The restricted
portion reflects monies maintained in separate trust accounts where their use is limited by applicable bond covenants for repayment of bonds. The unrestricted portion reflects the accumulated
excess of the Authority's hare of earnings on investments held over those earnings distributed to the State as well as investment income that has not been realized and therefore is not
yet subject to distribution to the State's general fund. The following table shows the value of Bond Bank assets summarized as of June 30. 2003 and 2002 as well as liabilities and net
assets. Change from 2002 to 2003 As of June 30, Increase (Decrease) 2003 2002 Dollars Percent Assets: Cash and Investments $ 50.023.317 3 48,077,848 $ 1.945.469 4.0% Bonds and bond interesl
receivable 266,814,240 221.421.264 45,392,976 20.5% Total assets 316,837,557 269.499.1 12 47.338.445 17.6% Liabilities: Accounts payable and accrued liabilities Bonds and bond interest
payable Due to primary government Total liabilities Net assets: Restricted Unrestricted Total fund balances The increase in cash and investments reflects additional reserves collected
this year in conjunction with bond offerings plus an increase in market values. The increase in bonds and bond interest receivable, as well as in bonds and bond interest payable, reflects
the issuance of approximately $62 million in new bonds during the year net of payments of just over $16 million. Due to primary government represents the excess of realized investment
income over current year operating expenses and reserve requirements. Part of the decrease is due to the prior year amount including a one-time settlement of $287,172 which was received
by the Bond Bank from Bank of America. The remainder of the decrease reflects lower investment earnings on fixed income marketable securities.
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30, 2003 Restricted net assets represents the original appropriations made by the State of 518,601,414
to fund the Bond Bank, as well as Bond Bank funds placed into separate accounts in accordance with the reserve requirements of each bond indenture. There have been no new State appropriations
since 1986. The Bond Bank fully funds itself out of investment earnings. Unrestricted net assets represent accumulated earnings on Bond Bank investments, not used to fund reserves, and
unrealized gains that are segregated until realized. The small decrease in unrestricted net assets is due primarily to lower income on investments over the year and the use of prior
year unrestricted net assets to fund reserve accounts. The Bond Bank's investments are all held in fixed income securities. Statements of Activities The statement of activities shows
the activity that occurred during each of the last fiscal year Revenues Revenues normally include earnings on investments and interest payments received from municipalities. Earnings
on investments include interest on fixed income marketable securities and the change in fair market value of those investments. During 2002 there is one additional source of revenue.
The Bond Bank received a settlement payment of $287,172 from the Bank of America as part of an agreement between Bank of America, the State and several bond issuers throughout the state.
Expenses Expenses include interest payments made to bond holders who purchased the Bond Bank's bonds, payments made to the State of Alaska and operating expenses. Operating expenses
include all expenditures required to issue bonds during the current year and include in-house expenses, as well as external consultant fees. Expenses are subtracted from revenues. Change
from 2002 to 2003 For the Year Ended Increase (Decrease) June 30.2003 June 30,2002 Dollars Percent Revenues Interest incorneon bonds receivable $ 10,277.699 $ 10,476,684 $ (198,985)
-1.9% Investment earnings 3,716.752 3.773.809 -1.5% (57.057) Settlement income 287,172 (287.1 72) -100.0% Total income 13,994,457 14,537,665 (543.214) -3.7% Expenses lnterest expense
on bonds payable Operating expenses Payments to primary government Total expenses Change in net assets Net assets, beginning of period Net assets, end of period
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30. 2003 interest income and expense on bonds receivable and payable are a function of the total amount
of bonds outstanding, the age of the bonds and the rates at which they are issued. Although the Bond Bank has issued more bonds over the p s t several years, rates have been historically
low. The small decrease in both these line items is expected given these lower rates over the last several years. Investment earnings are a function of market conditions. Because the
Bond Bank only holds fixed income securities it is subject to less volatility experienced by the equity markets therefore there is little change in investment earning from 2002 to 2003.
Governmental Funds The governmental funds include the General Fund, which accounts for the primary operations of the Bond Bank, and the Debt Service Fund, which accounts for the resources
accumulated and payments made on the lonpterm debt of the Bond Bank. The primary difference between the governmental funds and the statement of net assets is the elimination of inter-fund
payables and receivables and bond proceeds are reported as an other financing source in the governmental funds and this contributes to the change in fund balance. In the statement of
net assets, however, issuing debt increases long-term liabilities and does not affect the statement of activities. Similarly, repayment of debt principal is recorded as an expenditure
in the governmental funds, but reduces the liability in the statement of net assets. The following tables show the changes in governmental funds General Fund Assets Cash and Investments
Accrued interest receivable lnterfund receivable Total assets Liabilities Accounts payable and accrued liabilities lnterfund payables Due to primaly government Total liabilities Fund
balance: Reserved Unreserved Total fund balance Total liabilities and fund balance Change from 2002 to 2003 As of June 30, Increase (Decrease) 2003 2002 Dollars Percent
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30,2003 Debt Service Fund Change from 2002 to 2003 As of June 30. Increase (Decrease) 2003 2002 Dollars
Percent Assets Cash and Investments and related receivables Bonds and bond interest receivable lnterfund receivable Total assets Liabilities Accounts payable and accrued liabilities
lnterfund payables Total liabilities Fund balance: Resewed Total liabilities and fund balance Revenues Interest income Total income Expenditures Operating expenses Payments to primary
government Total expenses Excess of revenues over expenditures Other financing sources-Transfers Fund balance, beginning of period Fund balance, end of period General Fund Change from
2002 to 2003 For the Year Ended Increase (Decrease) June 30.2003 June 30,2002 Dollars Percent
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30.2003 Debt Service Fund Change from 2002 to 2003 For the Year Ended Increase (Decrease) June 30,2003
June 30.2002 Dollars Percent Revenues Interest income on bonds receivable $ 10,277.699 $ 10,476,684 $ (198,985) -1.9% Investment earnings 1.580.045 2,012.155 (432,110) -21 5% Total income
11,857.744 12,486,839 (631.095) -5.1% Expenditures Interest payments 10.420.746 10.716.929 (296.183) -2.8% Principal payments 17,245.000 15.265.000 1,980.000 13.0% Total expenses 27,665,746
25,981,929 1.683.817 6.5% Other financing sources Bond proceeds 63,155,000 39.01 5.000 24.140.000 61.9% Transfers 2.775.129 235,702 2.539.427 1077.4% Excess of revenues over expenditures
50,122,127 25,757,612 24.364.515 94.6% Fund balance, beginning of period 248.381.980 222.624.368 25,757,612 11.6% Fund balance, end of period $298304.107 5248,381,980 $ 50.122.127 20.2%
Debt At year end the Bond Bank had $257,827,876 of bonds and notes Outstanding up 17% from $220,605,878 at June 30, 2002. The debt is secured by the assets of the Bond Bank. The outstanding
balance is comprised of the following: General obligation bonds payable $175,062,000 Revenue bonds payable 71,730,000 Coastal Energy notes payable 11,035,878 $-
CEKTlFlED PUBLIC ACCOUNTANTS 9309 Glacier Highway, Suite B-200 Juneau, Alaska 99801 907.789.3178 . FAX 907.789.7128 \vww.ennbcpa.com INDEPENDENT AUDITORS' REPORT The Board of Directors
Alaska Municipal Bond Bank Authority: We have audited the accompanying basic financial statements of the Alaska Municipal Bond Bank Authority (the Authority), a component unit of the
State of Alaska, as of and for the year ended June 30, 2003, as listed in the table of contents. These financial statements are the responsibility of the management of the Authority.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Alaska Municipal Bond Bank Authority as of June 30,2003,
and the results of its operations and its cash flows for the year then cnded in conformity with accounting principles generally accepted in the United States of America. The Management's
Discussion and Analysis on pages 1 through 6, is not a required part of the basic financial statemcnts but is supplcmcntary information required by the Govcmmental Accounting Standards
Board. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the supplementary information.
However, wc did not audit the information and express no opinion on it. The Supplemental Schedule of Statutory Reserve Accounts -Assets, Liabilities and Account Rcscrves is presented
for purposes of additional analysis and are not a required part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as whole. September 30,2003
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ALASKA MUNICIPAL BOND RANK AUTHORITY (a Component Unit of the State of Alurkr) AIIEII Cash and cash equivalcnu Invcnmcntr, at fair vduc (note 3) Reccivublc -other Accrued intcrerl rceeivnblc:
Bonds receivable l n v ~ ~ lmc~nct c urilies Bondr receivable (note 4) Interfund rcceirvbler Tom1 assets Liabilities Accounts payable Due la municipalilier Accrued inteierl payable Arbitngc
intcrcrt rebate paynblc Interfund pvyvblsr Due lo orimvrv rovemmcnl Rcvenuc bonds payable Ponian due or paynblc after one year: Genenl abligvtion bonds payable Kewnue bonds payublc Other
long-tcm debt Total liabililies Fund BalancesMet Assets Fund Ralmces: Rercrvcd Unreserved Total fund balances Towl liabililicr and fund bdaneer Ncl assets: Rertricted for debt rcrvicc
Unrestricted Tawl net arrcls Sraiemcnl of Net Asre!$ and Govemmenwl Funds Balance Shcet June 30,2003 Adjurtmcnts StatemcntafNct Genenl Fund Debl Scrvice Fund Total Matc 6) Asws 5 388.491
S 3.912.031 S 4.300.522 S -S 4.300.522 The accompanying not= lo !he financial slalemcntr are an iecgnl pan ofthere statemems 9
OIS'BPE'ZI 95; LLP'I 98L'OZ IPS1lt. 006'P9 9Z9'L9 8W'SZS CSP'Z16 CZS'OIL'OI ~Cii'5~6'911 CtL'COE'6Z 9SZ LLP'I 98L'OZ IPB'IP 006'P9 9Z9'L9 8W58ZS CSP'Z16 LLL'68Z 9PLaOZP*01 (OOO'SPZ'LI)
000'SPtLI 9PL399'LZ L86'1E9'1 9SZ LLP'I 981'02 IP8'IP 006'P9 9Z9'L9 SP9'8ZS CSP'Zl6 9PL3OiP'O I 000'SPL'LI
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 (1) HistorylReporting Entity The Alaska Municipal Bond Bank
Authority (Authority or Bond Bank) was created pursuant to Alaska Statute, Chapter 85, Title 44, as amended, (Act) as a public corporation and instrumentality of the State of Alaska
(State), hut with a legal existence independent of and separate from the State. The authority is a discretely presented component unit of the State of Alaska for purposes of financial
reporting. The Authority was created for the purpose of making available to municipalities within the State moneys to finance capital projects or for other authorized purposes by means
of issuance of bonds by the Authority and use of proceeds from such bonds to purchase from the municipalities their general obligation and revenue bonds. The Authority commenced operations
in August 1975. The bonds are obligations of the Authority, payable only from revenues or funds of the Authority, and the State of Alaska is not obligated to pay plincipal or interest
thereon, and neither the faith and credit nor the taxing power of the State is pledged to the bonds. The municipal bonds and rmnicipal bond payments, investments thereof and proceeds
of such investments, if any, and all funds and accounts established by the bond resolution to be held by the Trustee (with the exception of the Coastal Energy Loan Debt Service Program,
which is administered by the Authority) are ledged and assigned for the payment of bonds. The Authority may not issue revenue bonds in excess of $50 million in any fiscal year unless
the State of Alaska Legislature approves a greater amount. AS 44.85.180(c) was enacted in 1975, limiting Bond Bank bonds outstanding at any time to $150 million. Tllis Statue has been
periodically amended to raise the limit. In 2003, the limit was raised to $500 million. Total Bond Bank bonds and notes outstanding as of June 30, 2003 are approximately $266.5 million.
Thus, the limit on additional bond issuance at this time is approximately $233.5 million. (2) Summary of Significant Accounting Policies The Authority adopted the provisions of Governmental
Accounting Standards Board (GASB) Statement No. 34, Basic Financial Staten~ents-and Management's Discussion and Analysis-for State and Local Governments and GASB Statement No. 37, Basic
Financial Slate~nents-andM anagenlent's Discussion and Analysis-for State and Local Governments: Omnibus. These standards and GASB Statement No. 38, Certain Financial Slatenlent Disclosures
were applied effective July 1, 2000. GASB Statement No. 34 establishes standards for external fmancial reporting and requires that resources be classified for accounting and reporting
purposes as follows: (a) Governatenr-wide and Firr~d Financial SIarenrertts The statement of net assets and the statement of changes in net assets report information on all of the activities
of the Authority. For the most part, the effect of interfund activity has been removed from these statements. The balance sheet and statement of revenues, expenditures and changes in
fund balances are provided for governmental funds.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 (b) Measrrrrrrletit FOCILBFa, sis of Accorrtititig, attd Firtarlcial
Staternerit Preserltatiorz The government-wide fmancial statements are reported using the econornic resources nteasurernent focus and the accrual basis of accounting. Revenues are recorded
when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Governmental fund financial statements are reported using the current
financial resources nieaszirernent focus and the modified accrtral basis of accounting.
Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough
thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 180 days of the end of the current
fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures are recorded only when payment is due.
The Authority reports the following major governmental funds: The generaljio7d is the Authority's primary operating fund. It accounts for all financial resources of the Authority, except
those required to be accounted for in another h d . The debt servicejirnd accounts for the resources accumulated and payments made for principal and interest on long-term debt of the
Authority. The purposes of each of these funds are described in the following paragraphs: General Fund The General Fund is comprised of a custodian account and an operating account.
The custodian account is established to account for appropriations by the State of Alaska Legislature available to fund the special reserve account. The Operating Account is established
to account for the ordinary operations of the Authority. Moneys are derived fiom the following sources: (a) amounts appropriated by the Legislature, @) fees and charges collected, (c)
income on investments of the Statutory Reserve Account in excess of required debt service reserves required by bond resolutions and (d) any other moneys made available for purposes of
the General Fund from any other source. Amounts in the Operating Account may be used to pay (a) administrative expenses of the Authority, @) fees and expenses of the Trustee and paying
agents, (c) financing costs incurred with respect to issuance of bonds and (d) any expenses in canying out any other purpose then authorized by the Act. The excess revenues of the Operating
Account are returned to the State of Alaska. Debt Service Fund Within the Debt Service Fund, separate Debt Service Programs have been established for each bond resolution to account
for the portion of bond sale proceeds used to purchase obligations of the municipalities and for the payment of interest and principal on all bonds of the Authority issued under the
nine resolutions.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 Each program is comprised of an "interest account" and a "principal
account", both of which are maintained by a trustee. The receipts of interest and principal from the municipalities and the Statutory Reserve Account are deposited in these programs
and are used to pay interest and principal on the Authority bonds. One additional Debt Service Program has been established to account for transactions not involving bond resolutions.
This is the Coastal Energy Loan Debt Service Program. The Coastal Energy Loan Debt Service Program is not maintained by a trustee. Payments of interest and principal by municipalities
having coastal energy loans are made directly to the federal government by the municipalities and are accounted for in the Coastal Energy Loan Debt Service Program. Each debt service
fund programs contains a Statutory Reserve Account established to account for (a) money available to fund debt service reserves required by future bond sales under various bond resolutions
(Custodian Account) and by (b) debt service reserves which have already been established under various bond resolutions which are to be used in the case of deficiency in a Debt Service
Program in accordance with its respective bond resolution (reserve accounts). Separate reserve accounts exist under each bond resolution as follows: 1976 General Bond Resolution -The
amount on deposit in the reserve account is to be the greater of the maximum annual debt service requirement or 10% of all municipal loan obligations outstanding. The reserve account
is comprised of an ordinary reserve sub-account and a special reserve sub-account. The ordinary reserve sub-account is created as a result of the Authority increasing each bond issue
by the amount necessary to fund one-third of the required debt service reserve or with a transfer from the Custodian Account unreserved investment earnings account. The special reserve
sub-account is is created and funded from the Custodian Account at an amount equal to [wethirds of the required debt service reserve. Both sub-accounts are maintained by a trustee. On
August 23, 1999, the Authority amended the debt service reserve requirement for the 1976 bond resolution that takes effect when all bonds outstanding as of the date of the resolution
are retired. Under this new requirement, the reserve must be the least of: (i) 10% of the original stated principal amount of all bonds outstanding; (ii) the maximum annual principal
and interest requirements on all bonds then outstanding; (iii) 125% of the average principal and interest requirements on all bonds then outstanding; or (iv) such lesser amount as shall
be required to maintain the exemption of interest of all bonds outstanding from inclusion in gross income for federal income tax purposes under the Intemal Revenue Code. 1990 Revenue
Bond Resolution -Under this resolution a special reserve account was created at an amount equal to the maximum annual debt cervice of municipal obligations outstanding from moneys made
available by legislative appropriation residing in the Custodian Account. 1993 Revenue Bond Resolution -Under this resolution a special reserve account was created at an amount equal
to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing in the Custodian Account.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 1995 Revenue Bond Resolution -Under this resolution a special
reserve account was created at an amount equal to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing
in the Custodian Account. 1997 Revenue Bond Resolution -Under this resolution an ordinary reserve account was created at an amount equal to the lesser of 10% of the proceeds of the 1997
Series A bonds or the maximum annual debt service on all Series 1997 A bonds outstanding under the resolution. 1998 Reiwlue Bond Resolution -Under this resolution a special reserve account
was created at an amount equal to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing in the Custodian
Account. 1999 Revenue Bond Resolution -Under this resolution a special reserve account was created at an amount equal to the maximum annual debt service of municipal obligations outstanding
from moneys made available by legislative appropriation residing in the Custodian Account. 2000 Revenue Bond Resoltition -Under this resolution a special reserve account was created
at an amount equal to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing in the Custodian Account.
ZOO1 Revenue Bond Resolution -Under this resolution a special reserve account was created at an amount equal to the maximum annual debt service of municipal obligations outstanding from
moneys made available by legislative appropriation residing in the Custodian Account. 2002 A Revenue Bond Resolution -Under this resolution a special reserve account was created at an
amount equal to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing in the Custodian Account. 2003 A
Revenue Bond Resolulion -Under this resolution a special reserve account was created at an amount equal to the maximum annual debt service of municipal obligations outstanding from moneys
made available by legislative appropriation residing in the Custodian Account. 2003 B Rei~e~luBeo ~ldR esolz~!ion-Under this resolution a special reserve account was created at an amount
equal to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing in the Custodian Account.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 Amounts in the Statutory Reserve Account in excess of (a) required
debt service reserves, (b) appropriations by the legislature residing in the Custodian Account, and (c) income on non-legislatureappropriated funds are transferred to the Operating Account.
Income on non-legislature-appropriated funds, representing excess of revenues over expenditures of the ordinary reserve accounts and interest earned on the unreserved investment earnings
account is accumulated in the Custodian Account and is available to fund the Special Reserve account. (c) Restricted Assets Certain resources set aside for the repayment of the Authority's
bonds, net of certain proceeds from additional bonds issued, are classified as restricted net assets on the statement of net assets because they are maintained in separate trust accounts
and their use is limited by applicable bond covenants. Included in cash and cash cash equivalents and investments is $26,179,702 of restricted assets. These assets were funded from the
issuance of $7,978,000 of reserve bonds and a transfer of $18,201,702 of State appropriation. (d) Long-Term Obligatiorts In the government-wide financial statements, long-term debt and
other long-term obligations are reported as liabilities in the statement of net assets. (e) Frmd Equity In the fund financial statements, governmental funds report reservations of fUnd
balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. In the government-wide financial statements,
restrictions of net assets are reported when externally imposed. @Interest Arbitrage Rebate Bonds issued after August 15, 1986 are subject to Intemal Revenue Service income tax regulations
which require rebates to the US. Government of interest income eamed on investments purchased with the proceeds from the bonds or any applicable reserves in excess of the allowable yield
of the issue. (g) Znconte Tares The Authority is exempt from paying federal and state income taxes.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 (3) Cash and Investments The Authority considers all highly
liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents at June 30 consist of demand
deposits with van'ous financial institutions. The bank balance of all of the Authority's deposits with financial institutions are insured by the FDIC or collateralized by securities
held in the Authority's name by its custodial agent. At June 30, 2003 the amounts recorded in the Authorities books equaled its bank balances. Investments consist of marketable debt
securities, and are carried at fair market value. The following is a detail of investments at June 30, 2003: Agencies $ 28,240,200 US. Government securities 9,877,236 Corporate Obligations
Total Investments The Governmental Accounting Standards Board (GASB) Statement No. 3 requires a disclosure regarding custodial credit risk to indicate the chance of loss in the event
a financial institution or thidpaty holding the Authority's deposits or securities fails. Deposits and those investments represented ly specific, identifiable securities are classified
into three categories of credit risk: Categoly 1 -Insured or registered, or securities held by the Authority or its custodian in the Authority's name; Category 2 -Uninsured or unregistered,
with securities held by the counterparty's trust department (if a bank) or agent in the Authority's name; and Category 3 -Uninsured and unregistered, with securities held by the counterparty,
or by its trust department (if a bank) or agent, but not in the Authority's name. Category I is the highest level of safekeeping security as defined by GASB. At June 30, 2003, the Authority's
investments consist of U.S. Government Securities, Agencies, and cash equivalents and are considered to be Category 1 as defined by GASB Statement No. 3.
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ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 (5) Long -Term Liabilities Issue 1976 General Bond Resolution
Proeram: 1992 Series B: Citv of Cordova Citv of Pctersbure 1993 Series A -First Issue: Munici~alitvo f Anchoraae Citv of Bristol Bay Citv of Kenai Citv of Palmer Citv of Petersbure Citv
of Seward Citv of Sitka Citv of Unalaska Citv of Wraneell 1993 Series A -Second Issue: Citv of Petersbure Citv of Soldotna Seafirst Bank 1993 Series A-Third Issue: Citv of Ketchikan
Citv of Nenana Citv of Seward Citv of Wraneell 1993 Series B -Citv of Kenai 1993 Series C -Aleutians East Borouah 1994 Series A: Fairbanks North Star Boroueh City of Kenai Debt Service
Account Statutory Reserve Account Ordinary Reserve Sub-Account Interest rate Princi~al Interest rate Principal outstanding outstanding (continued)
Issue ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 Debt Service Account Statutory Reserve Account Ordinary
Reserve Sub-Account 1995 Series A: City of Haines Kenai Peninsula Boroueh 1995 Series B -City of Craie 1995 Series C -Lake and Peninsula Boroueh 1995 Series D -City of Palmer I996 Series
A: Citv of Hoonah Citv of Soldotna 1996 Series B -Citv of Scward 1997 Series A: Lake & Peninsula Borough City ofYakutat 1997 Series B -CiN ofKetchikan 1998 Series A: City of Wasilla
Aleutians East Boroueh 1998 Series 8: City of Homer Citv of Cordova 1999 Series A: Citv of Sitka Aleutians East Boroueh 2000 Series A: Citv of Fairbanks City ofcordova 2000 Series B:
City of Kaktovik Cilv of Sitka City of Unalaska 2000 Series C -Northwest Arctic Boroueh 2000 Series D -Petersbure 2000 Series E: Kenai Kodiak lsland Boroueh Lake and Pen-Pon -.. -...
Nome-School 2000 Series F -Kodiak lsland Boroueh 2001 Series A-Northwest Arctic Boroueh Principal Principal Interest rate outstanding Interest rate outstanding 4.4%-5% 420.000 (continued)
Issue ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 2001 Series B -Aleutians East Boroueh 2002 Series A -Citv
of Wasilla 2002 Series B Citv of Wraneell Northwest Artic Boroueh 2003 Series A -Ketchikan Gatewav Boroueh 2003 Series B -Kodiak Island Boroueh 2003 Series C Kenai Penisula Boroueh Lake
& Peninsula Borough Total 1976 General Bond Resolution Fund 1990 Yakutat Revenue Bond Resolution Fund 1993A Anchoraee Parkine Authoritv Revenue Bond Resolution Proeram 19938 Kodiak Revenue
Bond Resolution Proeram 1993C Kodiak Revenue Bond Resolution Proeram Debt Service Account Principal Interest rate outstanding 1995A Scwxd Rmenue Bond Resolulion Proeram 199-A Ketcl~ikanR
ctcnuc Bond Kcsolution Proeram 1998A Ketchikan Revenue Bond Resolution Proeram l998B Homer Revenue Bond Resolution Proeram 1999A Inter-Island Ferry Revenue Bond Resolution Proerarn 2000A
Un313sh Re! enue Bund Resolut~onP roerarn 4 9%-5 754'0 2000H Swa r d Kevcnuc Bund Rcsolut~onP rorrant 4 35%-5 5% 2001A Ketchikan Revenue Bond Resolution 4.5%-4.9% 20010 Ketchikan Revenue
Bond Resolution 4.5%4.9% 2002A Ketchikan Revenue Bond Public Utilities 3.00%-5.00% 2003A CBJ Revenue Bond Resolution Proeram 2.00%-3.00% 2003B Citv of Valdez Bond Resolution Proe~am
2.75%-5.25% Total Revenue Bonds Coastal Enerev Reserve Loan Account: Citv ofNome Port Facilitv Revenue Bond Statutory Reserve Account Ordinary Reserve Sub-Account Principal Interest
rate outstanding City of Saint Paul -Fuel Dock 5% 6.035.878 Total Coastal Enerev Reserve Loan 11.035.878 Total lone -term liabilities S 257.827.878 S 8.688.000
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 During the year ended June 30, 2003 the Authority's long-term
liabilities changed as follows: Beginning of year New debt Repayments End of year General obligation bonds payable $163,115,000 $ 32,220,000 $ 13,110,000 $182,225,000 Revenue bonds payable
46,395,000 30,935,000 4,075,000 75,255,000 Other long-term debt 11,095,878 60,000 11,035,878 Total m $ h 3 . 1 5 5 . O D O m General obligation bonds are secured by bonds receivable
and by amounts in the ordinary reserve account. The Act further provides that if a municipality defaults on its principal andlor interest payments, upon written notice by the Authority,
the State of Alaska must pay to the Authority all funds due from the defaulting municipality from the State in an amount sufficient to clear the default. Loans made under the Coastal
Energy Loan Program are payable only from proceeds received from the municipalities to which the loans were made. The above bonds mature in varying annual installments. The maturities
at June 30, 2003 are as follows: 1976 1997A Ycar ending 1990 Yakulat 19938 Kodiak 1993C Kodiak Ketchikan June 30 General Reserve Revenue 1993 APA Revenue Revenuc Revam 2004 2005 2006
2007 2008 2009-2013 2014-2018 2019 and after
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 1998A 1999A lntcr-2000A Ywrcnding Kctchikan 19988 Homcr Island
Ferry 1995A Scward Unalaska 20008 Seward Junc 30 Gencnl Reserve Rcvenuc Rcvenuc Revenue Revcnuc Revenue Rcvcnuc 2005 -630,000 230.000 70,000 2006 -660,000 235,000 75.000 2007 -685.000
250.000 80,000 2008 715,000 255,000 85.000 2009-2013 -4.110.000 365,000 475,000 2014-2018 1,525.000 635.000 2019 and after 310.000 Ycar cnding June 30 2019 and aitcr 2OOlA 20010 2002A
Kcichikan Kcichikan Kctchikan 2003A CBJ 2003B Valdcz Coastal Encrgy Rcvcnuc Revcnuc Revcnuc Revenue Rcvcnue Loan Total Principal Total lntcrcst S 75,000 S 105.000 S 60,000 S 1,355,000
S -S -S 20,175,000 S 12,441,400
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 (6) Adjustments Certain adjustments are considered to be necessary
to the governmental funds in order to present the Authority's financial position and the results of its operations. These adjustments include the elimination of inter-fund payables and
receivables. Additionally, bond proceeds are reported as financing sources in govemmental funds and thus contribute to the change in fund balance. In the statement of net assets, however,
issuing debt increases long-term liabilities and does not affect the statement of activities. Similarly, repayment of principal is an expenditure in the governmental funds, but reduces
the liability in the statement of net assets. (7) Committments In fiscal year 2004, $775,000 in earnings from the Custodian Account will be transferred to the State of Alaska and deposited
to the State's Debt Service Fund. The entire Custodian Account balance is available for appropriation, at any time, by the State Legislature. (8) Subsequent Event Subsequent to June
30, 2003, the Bond Bank issued one revenue bond series and four general obligation bond series is as follows: Revenue Bonds, 2003 Series C in the face amount of $1,015,000 with interest
rates ranging from 2.00% to 3.00% over maturities of January 1,2005 through January 1,2009. General Obligation Bonds, 2003 Series D in the face amount of $15,065,000 with interest rates
ranging from 4.00% to 6.00% over maturities of June 1, 2004 through June 1, 2023. General Obligation Bonds, 2003 Series E in the face amount of $32,020,000 with interest rates ranging
from 2.00% to 5.25% over maturities of December 1, 2004 through December 1, 2028. General Obligation Bonds, 2003 Series F in the face amount d $3,320,000 with interest rates ranging
from 2.00% to 3.5% over maturities of December 1,2003 through December 1,201 1.
AIIEU Cash Accuicd interest rcccivvblc ALASKA MUNICIPAL BOND BANK (A Companca Unil of the Stale of Alaska) Suppltmenol Schedulc of Slatutary Rerervc Accounlr -Arscls, Liabilities and
Account Reserves For LC year cndcd June 30.2003 hiarketablc securities lnleneeavn! rcceivabler Livbiliticr lnlenccount paynblcr Bond payvblc Accrucd intcrcrl payable Reserver Spccial
Rcserve -Statc Appropriated Spccial Rcacrve -Unrealized Gain (Loss) Ordinary Rerewe -Un3lloeaced Ordinary Kescrve Unrcdized Gain (Lars) 1976 Gcncnl "Ordinary" 1976 Spccivl 1993C Kodiak
1990A Yvkutat 1993A APA See independent auditors' repon 24
ALASK4 MUNICIPAL BOND DANK (A Component Unit oflhc Slate ofAlaska) ASIC& Cash Accured intcrcri receivable Murkstable seewilier lntenccounr receirablcr Liabililier Imcncsounl payabler
Bond payable Accrued intcrerlpnyablc S~p~lerncnrSaclh edule aiSlatulory Reserve Affavnll -Arretr, Liabilities and Accaunl Rescrves Far the year endcd June 30.2003 RE~CWE~ Spceial Rcrerve
-Slae Appropriated Special Rcrervc -Unrealized Gsin (Lors) Ordinary Rercrvs -Unallocated Ordinary Rcrervc -Unieslizcd Gain (Lass) 1998A 1999A Inler-19938 Kadivk 1995A Sward 1997A Keshikun
Ketchikan 19988 Horncr Island 5 17.447 1.985 19.062 15.094 24.712 16.909 4,535 5.290 18.746 32.135 5.442 458 245,882 318,428 1,559,060 1.419.419 245,882 153.234 Set independcnl auditon'
rcpon 25
ALASKA MUNICIPAL BOND BANK (A Component Unit d l h c Stm af Alaska) Supplemcnlal Srhedulc of Starulory Rererve Accounlr -Asrca, Liabilities and Aeeavnl Rercrver For the year ended June
30.2003 Liabilili~s lnlenceounl payables Bond payable Accrued interest payable Reserver Special Rercnc -Slate Approprisled Spscivl Rerene -Unrealized Gain (Larr) Ordinary Reservc -Unsllocaled
Ordinary Rerervc -Unrealircd Gain (Larr) 20008 2001A 20018 2002A 2000A Unalrsku Seward Kccchikan Ketchikan Kclehikan S 13,636 19.164 27.288 26,017 13.317 687 688 382 61 1 806 229.851
229,851 127.695 204.312 612.936 -244.174 -249.703 155,365 230,940 627.059 See independcm audilan'rcpon 26
Supplcmcntvl Schedule of Slalutory Rescrve Accounlr -Assets, Liabilities and Account Rcrerver For lhc year endcd June 30,2003 Asses Carh Accured inters! receivable Marketable rccurilier
Intenccount rcceivubler Liabiliticr l a cnc c aun~p ayabler Band payablc Accrued inierert payablc Rcrcrves Special Reserve -State Appropriated Spccial Rercrve -Unrealized Gain (Lorr)
Ordinary Reserve -Unallocalcd Ordinary R e w w -Unrculized Gain (Lorr) 2003A CBJ 20038 Valdez Total See indcpsndcnt audiwrj' repon 27
[THISP AGE INTENTIONALLY LEFI' BLANK]
APPENDIX G DTC and Book-Entry System
[THIS PAGE INTENTIONALLY LEFT BLANK]
DTC AND BOOK-ENTRY SYSTEM The following blfor~nationh as been provided by the Depository Trust Co~npanyN, ew York, New York ("DTC"). The Bond Bank makes no represerltation regarding
the accuracy or co~npleteness thereof. Berleficial Owners (as hereinafter defined) should therefore confirm the following with DTC or the Participants (as hereit~aftrrd efined) DTC will
act as securities depository for the 2004 Series D Bonds. The 2004 Series D Bonds will be issued as fully-registered in the name of Cede & Co. (DTC's partnership nominee) or such other
name as may be requested by an authorized representative of DTC. One fully-registered 2004 Series D Bond certificate will be issued for each maturity of the 2004 Series D Bonds in the
principal amount of such maturity and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law. a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues
of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with
DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-enq
transfers and pledges between Direct Participanls' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS
Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC. GSCC. MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers
and dealers, banks, and must companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information
about DTC can be found at www.dtcc.com. Purchases of the 2004 Series D Bonds under the DTC system, in denominations of $5,000 or any integral multiple thereof, must be made by or through
Direct Participants, which will receive a credit for the 2004 Series D Bonds on DTC's records. The ownership interest of each actual purchaser of each 2004 Series D Bond ("Beneficial
Owner") is in turn to be recorded on the Direct and lndirect Participants' records. Beneficial Owners will not receive written confirmation from DTC
of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or lndirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2004 Series D Bonds are to be accomplished
by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the 2004 Series D Bonds, except in the event that use of the book entryentry system for the 2004 Series D Bonds is discontinued. To facilitate
subsequent transfers, all 2004 Series D Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested
by an authorized representative of DTC. The deposit of 2004 Series D Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change
in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2004 Series D Bonds; DTC's records reflect only the identity of the Direct Participants to whose
accounts such 2004 Series D Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers. When notices are given, they shall be sent by the 2004 Series D Bond Registrar to DTC only. Conveyance of notices and other communications by DTC
to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the 2004 Series D Bonds
are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other
DTC nominee) will consent or vote with respect to the 2004 Series D Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to the Bond Bank as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts 2004 Series D Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments
on the 2004 Series D Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants'
accounts upon DTC's receipt of funds and corresponding detail information from the Bond Bank or the Bond Registrar, on payable date in accordance with their respective holdings shown
on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Bond Registrar, or the Bond Bank,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or any
other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Bond Bank or the Bond Registrar, disbursement of such payments to Direct Participants
will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing
its services as securities depository with respect to the 2004 Series D Bonds at any time by giving reasonable notice to the Bond Bank and the Bond Registrar. Under such
circumstances, in the event that a successor securities depository is not obtained, 2004 Series D Bond certificates are required to be printed and delivered. The Bond Bank may decide
to discontinue use of the system of the book-entry transfers through DTC (or a successor securities depository). in that event, 2004 Series D Bond certificates will be printed and delivered.
With respect to 2004 Series D Bonds registered on the Bond Register in the name of Cede & Co.. as nominee of DTC, the Bond Bank and the Registrar shall have no responsibility or obligation
to any Participant or to any person on behalf of whom a Participant holds an interest in the 2004 Series D Bonds with respect to (i) the accuracy of the records of DTC, Cede & Co. or
any Participant with respect to any ownership interest in the 2004 Series D Bonds; (ii) the delivery to any Participant or any other person, other than a bondowner as shown on the Bond
Register, of any notice with respect to the 2004 Series D Bonds, including any notice of redemption; (iii) the payment to any Participant or any other person, other than a bondowner
as shown on the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the 2004 Series D Bonds; (iv) the selection by DTC or any Participant of any
person to receive payment in the event of a partial redemption of the 2004 Series D Bonds; (v) any consent given action taken by DTC as registered owner; or (vi) any other matter. The
Bond Bank and the Registrar may treat and consider Cede & Co., in whose name each 2004 Series D Bond is registered on the Bond Register, as the holder and absolute owner of such 2004
Series D Bond for the purpose of payment of principal and interest with respect to such 2004 Series D Bond, for the purpose of giving notices of redemption and other matters with respect
to such 2004 Series D Bond, for the purpose of registering transfers with respect to such 2004 Series D Bond, and for all other purposes whatsoever. For the purposes of this Official
Statement, the term "Beneficial Owner" shall include the person for whom the Participant acquires an interest in the 2004 Series D Bonds.
OFFICIAL STATEMENT DATED NOVEMBER 16,2004 New Issue Moody's Rating: Aaa Book-Entry Only Standard & Poor's Rating: AAA (See "Ratings" and "Municipal Bond Insurance" herein.) In the opinion
of Woldforth, Vassar, Johnson & Blucht, PC., Bond Counsel, based on an anal.ssis of cxisti~~g statutes, regulations, rulings and court decisions, and assuming, among other things, conzpliance
by the Bond Bank with its covenants relating to certain requirements in the Internal Reuenue Code of 1986, as amended, interest on the 2004 Series D Bonds is excluded from gross incon~eo
f owners thereof for federal ineorne taparposes. Interest on the 2004 Series D Bonds is not treated as a preference item to be included in calculating the federal alternatiue minimum
tax imposed under the Code on indiuiduals and corporations; such intermst, howeuer, is included in calculating the "adjusted current earni~rgs"fo rpurposes of con~putir~thge federal
alternatiue mi n i n ~ u nta~x on corporations. Interest on the 2004 Series D Bonds is exempt from taxation 6.y the State ofAlaska except for transfer; estate and inheritance taxes and
except to the extent that incl~csio~ozfs aicl interest in computing the federal corporate alternatiue minintum tax under Section 55 of the Code may affect the corrrspondingprouisio~~ofs
the State ofAlaska corporate income tax. Bond Counsel expresses no opinion regarding any other tax consequences relating to the ownerslrip or disposition oL or the accrual or receipt
of interest on, the 2004 Series D Bonds. See "TAX EXEMPTION herein. $13,925,000 ALASKA MUNICIPAL BOND BANK General Obligation Bonds 2004 Series D Dated: Date of Delivery Due: November
1, as shown on inside cover The Alaska Municipal Bond Bank Gcneral Obligation Bonds, 2004 Series D (the "2004 Series D Bonds") initially will be issued as fully registered bonds, in
book-entry form only, registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTCn1, which will act as depository of the 2004 Series D Bonds. Individual purchascs
of the 2004 Series D Bonds will be made in principal amounts of $5,000, or integral multiples thereof within a single maturity. Purchasers of the 2004 Series D Bonds will not receive
certificates representing their beneficial ownership interests in the 2004 Series D Bonds. Interest on the 2004 Series D Bonds will accrue from the date of delivery of the 2004 Series
D Bonds, or from the most recent interest payment date to which interest has been paid, and is payable on each May 1 and November 1, commencing November 1,2005. J.P Morgan Trust Company,
National Association, of Los Angeles, California, as the Trustee and Paying Agent for the 2004 Series D Bonds, will make principal and interest payments to D'I'C. Disbursement of such
p. a.y ments to DTC's l"anicip;tnts is the rrspul~sllrilityu f UI 'C Uishi~rs~.niconf ~sn ch paymvnt-, t u the. I h v ~ i c ~0awln cr.j is lhc rcsponsihillty ur r l ~ uU 'I'C I':wticipnl~t,.
SW "ULSCI~1I"I'IOS 01.' 'THE AJU.1 SI:IUI:S I) IWSDS" and .:\I'I'EI\'DIX C; -U'I'C ANI) BOOK-ES'I'I<Y SYS'I'EM." The 2004 Series D Bonds are subject to optional redemption. See "DESCRIPTION
01.' THE 2004 SERIES D BONDS -Optional Redemption". The 2004 Series D Bonds are general obligations of the Bond Bank, and the full faith and credit of the Bond Bank are pledged for the
punctual payment of the principal of and interest on the 2004 Series D Bonds. The 2004 Series D Bonds are equally and ratably secured by the pledge and assignment of all Municipal Bonds
acquired by the Bond Bank under the Bond Bank's General Bond Resolution on a parity with other Bonds of the Bond Bank l~cretoforeo r hereafter issued under the General Bond Resolution.
The 2004 Series D Bonds do not constitute an indebtedness o r other liability of the State of Alaska, and the 2004 Series D Bonds do not directly, indirectly or contingently obligate
the State of Alaska to levy any form of taxation or make any appropriation for the payment of the 2004 Series D Bonds. Neither the full faith nnd credit n o r t h e taxing power of the
State of Alaska is pledged for the payment of the 2004 Series D Bonds. The Bond Bunk has no taxing power. See "SECURI'IY FOR THE 2004 SERIES D BONDS." The scheduled payment of principal
of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the 2004 Series D Bonds by XL Capital Assurance, Inc.
See "SECURITY FOR THE 2004 SERIES D BONDS -Municipal Bond Insurance." >?&c~\PITAL ASSCJli ANCE The 2004 Series D Bonds are being purchased by Wells Fargo Brokerage Services, LLC through
a con~pelitives ale held on November 16,2004. The 2004 Series D Bonds are offered when, as and if issued subject to the approving legal opinion of Wohlforth, Vassar, Johnson & Brecht,
PC. of Anchorage, Alaska, Bond Counsel, as to validity of the 2004 Series D Bonds and exemption of interest from federal income taxation and subject to certain other conditions. Certain
legal matters will be passed upon for the City of Ad& by its counsel Wohlforth, Vassar, Johnson & Brecht, 1?C. of Anchorage, Alaska. Certain legal matters will be passed upon for Kodiak
Island Borough by its counsel Birch, Horton, Bittner and Cherot, of Anchorage, Alaska. It is expected that the 2004 Series D Bonds in definitive form will be issued and available by
Fast Automated Securities Transfer for delive~yth rough the facilities of DTC in New York, New York on or about December 1.2004.
2004 Series D General Obligation Bonds Due November 1 2005 MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSlP NUMBERS Cusip Interest Number' Amounts Rates Yield 01179P $430.000 3.00%
2.00% HE 0 Cusip Interest Number' Due November 1 Amounts Rates Yield 01179P 2015 $625.000 4.00% 3.86%* HQ 3 (1) CUSIP numbers lxtvc been assigned to the 2004 Series D Bonds by Standard
6r Poor's CUSIP Service Bureau. a division of the McGraw Hill Companies, Inc.. and are included solely for the convenience of the owners of tlie 2004 Series D Bonds. The Bond Bank is
not responsible for tlie selection or correctness of the CUSIP numbers set forth hercin. * -Priced Lo par call on November I, 2014.
This Official Statement is furnished by the Bond Bank to provide inforn~ation regarding the sale of tlie 2004 Series D Bonds referred to herein and may not be reproduced or be used,
in whole or in part, for any other purpose. The delivery of this Official Statement at any time does not imply that information herein is correct as of any time subsequent to the date
hereof. No dealer, sales~uano r any other person lias been authorized by the Bond Bank to give any information or to make any representation other than as contained in this Official
Statement in connection with the offering described herein and, if given or made, such other information or representation must not be relied upon as having been autliorized by any of
the foregoing. This Official Statement does not constitute an offer of any securities otlier than those described on the cover page or an offer to sell or a solicitation of an offer
to buy in any jurisdiction in which it is unlawful to make such an offer, solicitation, or sale. The information and expressions of opinion set forth in the Official Statement have been
furnished by the Bond Bank and include information from otlier sources that the Bond Bank believes to be reliable. Neither the Official Statement nor any statement which may have been
made orally or in writing is to be construed as n contract with the owners of any of the 2004 Series D Bonds. UPON ISSUANCE, THE 2004 SERIES D BONDS WlLL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE, OR
OTHER GOVERNMENTAL ENTITY OR AGENCY WlLL HAVE PASSED ON THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED THE 2004 SERIES D BONDS FOR SALE. THE GENERAL BOND
RESOLUTION WILL NOT BE QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED. (The remainder of this page has intentionally been left blank.)
ALASKA MUNICIPAL BOND BANK 333 Willoughby Avenue, 11th Floor P.O. Box 110405 Juneau, Alaska 99811-0405 (907) 465-2388 Directors R. Desmond Mayo -Chair Mark Pfeffer -Vice Chair Sharon
Kelly -Member Edgar Blatchford -Member (Greg Winegar -First Delegate lo Edgar Blatchford) William A. Corbus -Member (Tom Boutin -First Delegate to William A. Corbus) Executive Director
Deven 3. Mitchell Bond Counsel Wohlforth, Vassar, Johnson & Brecht, P.C Anchorage, Alaska Trustee J.P. Morgan Trust Company, National Association Los Angeles, California Financial Advisor
Western Financial Group, LLC Lake Oswego, Oregon
TABLE OF CONTENTS Face A Introduction .......................................................................................................................... 1 Purpose of the 2004
Series D Bonds Authorization and Purpose General Description Optional Redempti Notice of Redempt Security for the 2001 Series D Bonds General Bond Resolutio General Revenue Bond General
Bond Resolution General Obligation Bonds Ourstand . . Tax Rates and Debt Limltatlon .................................................................................................I.7..
Property Assessments Summary of the General Bond Resolution General Bond Resolution Constitutes Contract Waiver of Laws Fees and Charges Issuance of Additi
Supplements and Amendment Financial Slaletllents ..............................................................................................................2..6 Tax Exemption .....................
..............................................................................................2.7.. . Tax Treatment of Original Issue Premium 25 . . ..................................................
.... ......................... Tax Treatment of Ortgmal Issue Discount ., Relings .....................................................................................................................
......... 28 Sources of Certain lnforluation Miscellaneous .......................................................................................................................3.2
Official Statement ................................................................................................................3..3. APPENDIX A -Form of Legal Opinion APPENDIX B
-State Payments to Governmental Units APPENDIX C -Government Unit Statistics Regarding Participation in the Bond Bank APPENDIX D -City of Aduk, Alaska APPENDIX E -Kodiak Island Borougli,
Alaska APPENDIX F -Financial Statements of the Alaska Municipal Bond Bank for the Year Ending June 30, 2003 APPENDIX G -DTC and Book-Entry System APPENDIX H -Specimen Municipal Bond
Insurance Policy
OFFICIAL STATEMENT ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTRODUCTION This Official Statement is furnished by the Bond Bank to provide information regarding
the Bond Bank and its $13,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "2004 Series D Bonds"). The Bond Bank was created pursuant to the Act for the
primary purpose of lending money to Governmental Units in the State by purchasing Municipal Bonds issued by such Governmental Units. Certain terms used in this Official Statement, and
not otherwise defined herein, are defined under "Definitions." All references herein to agreements and documents are qualified in their entirety by reference to the definitive forms
thereof, and all references to the 2004 Series D Bonds are further qualified by reference to the information with respect thereto contained in the General Bond Resolution adopted May
27, 1976, as amended, Resolurio~i 2004-07 adopted on July 19, 2004 by the Board of Directors of rhe Bond Bank and Resolution 2004-10 adopted on November 3, 2001 by the Board of Directors
of the Bond Bank (together, the "Bond Resolution" or the "General Bond Resolution"). Any statements or information which include matters of opinion or estimates are represented as opinions
or estimates in good faith, but no assurance can be given that the facts will materialize as so opined or estimated. Appendix D contains information relating to the City of Adak and
Appendix E contains information on the Kodiak Island Borough. PURPOSE OF THE 2004 SERIES D BONDS Authorization and Purpose Proceeds of the 2004 Series D Bonds amounting to $1,500,000
will be used to reimburse the Bond Bank for an interim loan in the amount of $905,000 and to pay for additional costs related to the construction of a small boat harbor in the City of
Adak. Proceeds of the 2001 Series D Bonds amounting to $1 1,050.000 will be used to provide a loan to !he Kodiak Island Borough for construction and improvements to the Kodiak High School
and for a new new the comnlunity swimming pool located in the City of Kodiak. Proceeds of the 2004 Series D Bonds in an amount equal to $1,375,000 will be used to make a deposit to the
Ordinary Account in the Bond Bank's Reserve Fund
Sources and Uses of Funds The table below shows estimated sources and uses of funds in connection with the issuance of the 2004 Series D Bonds. Sources of Funds: Bond Proceeds $13,925,000
Original Issue Premium 258,637 Bond Bank Funds 140.000 Total Sources of Funds $14,323,637 Uses of Funds: Loan to the City of Adak $1,500,000 Loan to Kodiak Island Borough 1 1,050,000
Deposit to Bond Bank Reserve Fund 1,515,000 Costs of Issuance"' 114,950 Deposit to Debt Service Fund 143,687 Total Uses of Funds $14,323,637 (1) Includes underwriters' discount and insurance
policy premium. DESCRIPTION OF THE 2004 SERIES D BONDS General Description The 2004 Series D Bonds are issuable only as fully registered bonds, registered in the name of Cede 6: Co.,
as nominee for The Depository Trust Company, New York, New York ("DTC") as securities depository for the 2004 Series D Bonds. Principal of and interest on the 2004 Series D Bonds are
payable by J.P. Morgan Trust Company, National Association, of Los Angeles, California, as Trustee under the Bond Resolution, to Cede & Co. which, in turn, will disburse such principal
and interest payments to its participants (the "DTC Participants") in accordance with DTC policies. See "Appendix F -DTC and Book-Entry System." 2004 Series D Bonds The 2004 Series D
Bonds mature on the dates and bear interest at the rates set forth on the inside cover page of this Official Statement. The 2001 Series D Bonds are issuable in denominations of $5,000
or any integral multiple thereof within a single maturity, are dated as of the date of delivery and bear interest from their date payable on November 1, 2005, and semiannually thereafter
on each November 1 and May 1 to their date of maturity or prior redemption, whichever may occur first. Optional Redemption The 2004 Series D Bonds maturing on or after November I , 2015
are subject to redemption in whole or in part at the option of the Bond Bank on any date on or after November 1, 2014, at a price of 100% of the principal amount thereof to be redeemed
plus accrued interest to the date of redemption. A Governmental Unit may optionally redeem its loan on terms identical to the redemption provisions associated with the 2004 Series D
Bonds.
Notice of Redemption At least 30 days, but not more than 60 days, prior to the date upon which any 2004 Series D Bonds are to be redeemed, the Trustee will mail a notice of redemption
to the registered owner of any 2004 Series D Bond all or a portion of which is to be redeemed, at the owner's last address appearing on the registration books of the Bond Bank kept by
the Trustee. When all of the 2004 Series D Bonds are deposited under the DTC book-entry system, such notice will be sent to DTC and any notice to the beneficial owners of the 2004 Series
D Bonds will be the responsibility of DTC. Registration The registered owner of a 2004 Series D Bond will be deemed and regarded as the absolute owner thereof for the purpose of receiving
payment of the principal of or interest on such 2001 Series D Bond and for all other purposes whatsoever, and all such payments so made to such registered owner or upon his order shall
be valid and effectual to satisfy and discharge the liability upon such 2004 Series D Bond to the extent of the sum or sums so paid, and neither the Bond Bank nor the Trustee will be
affected by any notice to the conuary.
SECURITY FOR THE 2004 SERIES D BONDS General The 2004 Series D Bonds constitute general obligations of the Bond Bank, and the full faith and credit of the Bond Bank are pledged to the
payment of the principal of and interest on the 2004 Series D Bonds. The 2004 Series D Bonds do not constitute an indebtedness or other liability of the State of Alaska, and the 2004
Series D Bonds do not directly, indirectly or contingently obligate the State of Alaska to levy any form of taxation or make any appropriation for the payment of the 2004 Series D Bonds.
Neither the full faith and credit nor the taxing power of the State of Akaska is pledged for the payment of the 2004 Series D Bonds. The Bond Bank has no taxing power. Pledge Effected
by the General Bond Resolution Pursuant to the General Bond Resolution, all Municipal Bonds, all Municipal Bonds Payments, the investments thereof and the proceeds of such investments,
and all funds and accounts established by the General Bond Resolution are pledged and assigned, equally and ratably, to secure the payment of the principal of, redemption premium, if
any, and interest on all Bonds outstanding under the General Bond Resolution, subject only to the provisions of the General Bond Resolution permitting the application thereof for the
purposes and on the terms and conditions specified in the General Bond Resolution. The Act and the General Bond Resolution provide among orher things that (i) any pledge made in respect
of the Bonds will be valid and binding from the time the pledge is made, (ii) the Municipal Bonds, the Municipal Bonds Payments and all other money and securities so pledged and thereafter
received by the Bond Bank immediately will be subject to the lien of such pledge without any further act, and (iii) the lien of any such pledge will be valid and binding against all
parties having any claims of any kind in tort, contract or otherwise against the Bond Bank irrespective of whether the parties have notice. Municipal Bonds Under [he provisions of the
Act and the General Bond Resolution, the Bond Bank can purchase Municipal Bonds from any Governmental Unit provided such Municipal Bonds are direct and general obligations of a Governniental
Unit and all taxable property within the Governmental Unit is subject to taxaLion without limitation as to rate or amount to pay the Municipal Bonds and the interest thereon. For each
issue of Municipal Bonds that the Bond Bank purchases, the Bond Bank will obtain a bond counsel's opinion stating that (a) such Municipal Bonds are valid general obligations of such
Governniental Unit as required by the Act, (b) a Loan Agreement has been authorized and executed between the Bond Bank and the Governmental Unit that constitutes a valid and binding
obligation of the Governmenral Unit, and (c) the interest on such Municipal Bonds is excluded from gross income for federal income tax purposes under present statutes, regulations and
court decisions, provided that provisions of'the Code relating to arbitrage and use of proceeds are complied with. The Loan Agreements obligate the Governmental Units to (a) make interest
payments on the Municipal Bonds sufficient in amount and at such times to provide the Bond Bank funds to meet interest payments on its Loan Obligations as they become due; and (b) make
principal payments on Municipal Bonds sufticicnt in amount and at such times to provide the Bond Bank funds to meet principal payments on its Loan Obligations as they become due. Pursuant
to the Loan Agreement, the Governmental Unit may be required to pay fees and charges to the Bond Bank to meet the Governmental Unit's allocable portion of certain expenses. The Loan
Agreements also contain restrictions on the sale or redenlption of municipal Bonds.
Statutory Reserve Fund The Act created the Statutory Reserve Fund for deposit of the following: (a) State appropriations; (b) bond proceeds as required by any resolution; and (c) any
monies the Bond Bank decides to deposit in the Statutory Reserve Fund. No direct State appropriations to the Statutory Reserve Fund have been made since 1986. Reserve Fwd. The General
Bond Resolution established the Reserve Fund within the Statutory Reserve Fund to be held by the Trustee and maintained at the Required Debt Service Reserve. The Required Debt Service
Reserve currently is equal to maximum annual debt service on all outstanding Loan Obligations. The Reserve Fund is available to cure any deficiencies in the Debt Service Fund. On August
23. 1999. the Bond Bank adopted its Supplemental Resolution No. 99-8 (the "Supplemental Resolution") amending the definition of "Required Debt Service Reserve" contained in the General
Bond Resolution as follows: "as of any date of calculation, the Required Debt Service Reserve will be the least of the following: (i) 10% of the original stated principal amount of all
Bonds Outstanding; (ii) maximum annual principal and interest requirements on all Bonds then Outstanding; (iii) 125% of average annual principal and interest requirements on all Bonds
then Outstanding; or (iv) such lesser amount as shall be required to maintain the exemption of interest of all Bonds Outstanding from inclusion in gross income for federal income lax
purposes under the Code." The Supplemental Resolution will take effect on the first day following the date on which the Bond Bank receives consent to the amendment from die holders of
all Bonds Outstanding under the General Bond Resolution. The Underwriters will be required to give irrevocable consent to this amendment to the General Bond Resolution; such consent
w i l l not lapse with time or upon transfer of the 2004 Series D Bonds. See "Definitions -Required Debt Service Reserve." The Reserve Fund is divided into two accounts: the Special
Account, which provides provides not less than two-thirds of the Required
Debt Service Reserve and is funded from State appropriations; and the Ordinary Account, whicli provides the remainder of the Reserve Fund and is typically funded from Bond proceeds ("Reserve
Fund Obligations"). The Bond Bank is required to deliver a statement to the Governor and the State Legislature annually, before January 30, stating the amount, if any, necessary to restore
the Reserve Fund to the Required Debt Service Reserve. The State Legislature may, but is under no obligation to, appropriate money sufficient to restore the Reserve Fund to the Required
Debt Service Reserve. The Bond Bank has never reported a deficiency in the Reserve Fund. Principal and interest payments on Reserve Fund Obligations are paid from the Ordinary Account.
Money in the Reserve Fund in excess of the Required Debt Service Reserve and interest requirements on Reserve Fund Obligations is transferred to the Operating Fund. The reserve requil-ement
is calculated based on the maximum calendar year debt service on outstanding Bond Bank loan obligation bonds. The following table presents the value of the Reserve Fund, as calculated
by the Trustee, as of December 31, 2004, including the issuance of the 2004 Series D Bonds:
Reserve Fund Balance as of 12/31/04"' Reserve Requirement Special Account $ 19.906, 823 $ 19,904,872 " Ordinary Account $ 9,955.668 $ 9.952.436= Total $ 29,862.491 $ 29,857,309 ( I )
Source: Trustee. Investments are valued at estimated amortized value as of December 31, 2004. Values and reserve requirement include issuance of 2004 Series D Bonds and deposits to the
Special Account and Ordinary Account. (2) Must equal at least this amount. (3) Balance may be lower than this as long as the sum of the Special and Ordinary Account balances is not less
than the Required Debt Service Reserve. Qrslodian Accori~lr. Money not held by tlie Trustee in the Reserve Fund or in reserves for bonds issued under other bond resolutions is maintained
by the Bond Bank in an account herein referred to as the Custodian Account. The Custodian Account contains direct State appropriations and investment earnings. As of September 30, 2004,
the Custodian Account market value balance (unaudited) was $9,851,665. In fiscal years 2003 and and 2004, in addition to the statutory earnings sweep, an additional $775,000 in earnings
from the Custodian Account was transferred to tlie State of Alaska's Debt Service Fund. The entire Custodian Account balance is available for appropriation, at any time, by the State
Legislature. State Aid Payments Tlie Act provides that any department or agency of the State, after notice from the Bond Bank that a Governmental Unit is in default on the payment of
the principal of or interest on its Municipal Bonds then held or owned by the Bond Bank, will withhold tlie payment of money held by i t and payable to such Governmental Unit and pay
over such money to tlie Bond Bank for the purpose of paying principal of and interest on the Bonds of the Bond Bank. Since 1980, State aid to Governniental Units includes payments through
tlie School Debt Reimbursement Program and Education Support Funding through tlie Department of Education and Early Development; and community jail funding through the Department of
Corrections. The payment and amount of Spate aid payments is uncertain and Legislative authorization for such payment is subject to amendment or repeal. See "Appendix B-State Payments
to Governmental Units." The Bond Bank has never been required to implement the witl~lioldingo f any payments to a Governmental Unit. Pledge of the State Pursuant to the Act, the State
has pledged and agreed with the holders of the Bonds that it will not limit or restrict the rights vested in the Bond Bank by the Act to, among other things, purchase, hold and dispose
of Municipal Bonds and fulfill the terms of an agreement (including the General Bond Resolution) made by tlie Bond Bank with such holders, or in any way impair the rights or remedies
of such 11olders until tlie Bonds, including interest on the Bonds and interest on unpaid installments of interest and all costs and expenses in connection with an action or proceeding
by or 011 behalf of such holders, are fully met, paid and discharged. Municipal Bond Insurance The following infor~nation has been supplied by tlie Insurer for inclusion in this Official
Statement. No representation is made by Bond Bank as to the accuracy or completeness of the information. The Insurer accepts no responsibility for the accuracy or conipleteness of this
Official Statement or any ollier information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information
regarding the Insurer and its affiliates set forth under this heading. In addition, the Insurer makes no representation regarding the Bonds or the advisability of investing in the Bonds.
XL Capital Assurance Inc. (the "Insurer" or "XLCA) is a monoline financial guaranty insurance company incorporated under the laws of the State of New York. The Insurer is currently licensed
to do insurance business in, and is subject to the insurance regulation and supervision by, the State of New York, forty-eight other states, the District of Columbia, Puerto Rico, the
U.S. Virgin Islands and Singapore. The Insurer has a license application pending with the State of Wyoming, the only state in which it is not currently licensed. The Insurer is an indirect
wholly owned subsidiary of XL Capital Ltd, a Cayman Islands corporation ("XL Capital Ltd"). Through its subsidiaries, XL Capital Ltd is a leading provider of insurance and reinsurance
coverages and financial products to industrial, commercial and professional service firms, insurance companies and other enterprises on a worldwide basis. The common stock of XL Capital
Ltd is publicly traded in the United States and listed on the New York Stock Exchange (NYSE: XL). XL Capital Ltd is not obligated to pay the debts of or claims against the Insurer. The
Insurer was formerly known as The London Assurance of America Inc. ("London"), which was incorporated on July 25, 1991 under the laws of the State of New York. On February 22, 2001,
XL Reinsurance America Inc. ("XL Re") acquired 100% of the stock of London. XL Re merged its former financial guaranty subsidiary, known as XL Capital Assurance Inc. (formed September
13, 1999) with and into London, with London as the surviving entity. London immediately changed its name to XL Capital Assurance Inc. All previous business of London was 100% reinsured
to Royal Indemnity Company, the previous owner at the time of acquisition. The Insurer has entered into a facultative quota share reinsurance agreement with XL Financial Assurance Ltd
("XLFA), an insurance company organized under the laws of Bermuda, and an affiliate of the Insurer. Pursuant to this reinsurance agreement, the Insurer expects to cede up to 90% of its
business to XLFA. The Insurer niay also cede reinsurance to third parties on a transaction-specific basis, which cessions may be any or a combination of quota share, first loss or excess
of loss. Such reinsurance is used by the Insurer as a risk management device and to comply with statutory and rating agency requirenlents and does not alter or limit the Insurer's obligations
under any financial gual-anty insurance policy. With respect to any transaction insured by XLCA, the percentage of risk ceded to XLFA niay be less than 90% depending on certain factors
including, without limitation, whether XLCA has obtained third party reinsurance covering the risk. As a result, there can be no assurance as to the percentage reinsured by XLFA of any
given financial guaranty insurance policy issued by XLCA, including the Policy. Based on the audited financials of XLFA, as of December 31. 2003, XLFA had total assets, liabilities,
redeemable preferred shares and shareholders' equity of $831,762,000, $401,123,000, $39,000,000 and $391,639,000, respectively, determined in accordance with generally accepted accounting
principles in the United States. XLFA's insurance financial strength is rated "Aaa" by Moody's and "AAA" by S&P and Fitch Inc. In addition, XLFA has obtained a financial enhancement
rating of "AAA" from S&P. The obligations of XLFA to the Insurer under the reinsurance agreement described above are unconditionally guaranteed by XL Insurance (Bermuda) Ltd ("XLI"),
a Berniuda company and one of the world's leading excess cornniercial insurers. XLI is a wholly owned indirect subsidiary of XL Capital Ltd. In addition to A.M. Best's rating of "A+
" (Negative Outlook), XLI's insurance financial strength rating is "Aa2" by Moody's, "AA-" by Standard & Poor's and " A A by Fitch. The ratings of XLFA and XLI are not recommendations
to buy, sell or hold securities, including the Bonds and are subject to revision or withdrawal at any time by Moody's, Standard & Poor's or Fitch.
Notwithstanding the capital support provided to the Insurer described in this section, the Bondholders will have direct recourse against the Insurer only, and neither XLFA nor XLI will
be directly liable to the Bondholders. The Insurer's insurance financial strength is rated "Aaa" by Moody's and "AAA" by Standard & Poor's and Fitch, Inc. ("Fitch"). In addition. XLCA
has obtained a financial enhancement rating of "AAA froni Standard & Poor's. These ratings reflect Moody's, Standard & Poor's and Fitch's current assessment of tlie Insurer's creditworthiness
and claims-paying ability as well as the reinsurance arrangement with XLFA described under "Reinsurance" above. The above ratings are not recommcndations to buy, sell or hold securities,
including the Bonds and are subject to revision or withdrawal at any time by Moody's, Standard & Poor's or Fitch. Any downward revision or withdrawal of these ratings may have an adverse
effect on the market price of the Bonds. The Insurer does not guaranty the market price price of tlie [Securities] nor does it guaranty that the ratings on the Bonds will not be revised
or withdrawn. Based on the audited statutory financial statements for XLCA as of December 31, 2002 filed with the State of New York Insurance Department, XLCA has total admitted assets
of $180,993,189, total liabilities of $58,685,217 and total capital and surplus of $122,307,972 determined in accordance with statutory accounting practices prescribed or permitted by
insurance regulatory authorities ("SAP). Based on the audited statutory financial statements for XLCA as of December 31, 2003 filed with tlie State of New York Insurance Department,
XLCA has total admitted assets of $329,701,823, total liabilities of $121.635.535 and total capital and surplus of $208,066,288 determined in accordance with SAP. For further inforniation
concerning XLCA and XLFA, see the financial statements of XLCA and XLFA, and the notes thereto, incorporated by reference in this Official Statement. The financial statements of XLCA
and XLFA are included as exhibits to tlie periodic reports filed with the Securities and Excliange Commissiot~ (the "Comniission") by XL Capital Ltd and may be reviewed at the EDGAR
website maintained by the Comn~ission. All financial statements of XLCA and XLFA included in, or as exhibits to, documents filed by XL Capital Ltd pursuant to Section 13(a). 13(c), 14
or 15(d) of tlie Securities Exchange Act of 1934 on or prior to the date of this Official Statement, or after the date of this Official Statement but prior to termination of the offering
of tlie Bonds, shall be deemed incorporated by reference in this Official Statenieot. Except for the financial statements of XLCA and XLFA, no other information contained in XL Capital
Ltd's reports filed with the Conimission is incorporated by reference. Copies of the statutory quarterly and annual statements filed with the State of New York Insurance Department by
XLCA are available upon request to the State of New York Insurance Department. The Insurer is regulated regulated by the Superintendent of Insurance of the State of New York. In addition,
the Insurer is subject to regulation by tlie insurance laws and regulations of the other jurisdictions in which it is licensed. As a financial guaranty insurance company licensed in
the State of New York, tlie Insurer is subject to Article 69 of the New York Insurance Law, which, among other things, limits the business of' each insurer to financial guaranty insurance
and related lines, prescribes minimum standards of solvency, including mini~num capital requirements, establishes contingency, loss and unearned premium reserve requirements, requires
the maintenance of niinimuni surplus to policyholders and limits the aggregate amount of insurance which may be written and the ~naxi~iiusmiz e of any single risk exposure which may
be assumed. The Insurer is also required to file detailed annual financial statements with tlie New York Insurance Department and similar supervisory agencies in each of the other jurisdictions
in which which it is licensed. The extent of state insurance regulation and supervision varies by jurisdiction, but New York and most other jurisdictions have laws and regulations prescribing
permitted investments and governing tlie
payment of dividends, transactions with affiliates, mergers, consolidations, acquisitions or sales of assets and incurrence of liabilities for borrowings. THE FINANCIAL GUARANTY INSURANCE
POLICIES ISSUED BY THE INSURER, INCLUDING THE INSURANCE POLICY, ARE NOT COVERED BY THE PROPERTYJCASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
The principal executive offices of the Insurer are located at 1221 Avenue of the Americas, New York, New York 10020 and its telephone number at this address is (212) 478-3400.
roadbuilding firms. He bought and sold logs, lumber, veneer and plywood for North Pacific Lumber Company, and was Chief Financial Officer and then President and Chief Financial Officer
for Klukwan, Inc., an ANCSA corporation involved in forest products and money nlanagenlent. His government service experience consists of State Debt Manager for the Alaska Department
of Revenue, Alaska State Forester, and currently, Deputy Commissioner for the Alaska Department of Revenue. Mr. Boutin has a Bachelor of Science from the University of New Hampshire,
and an MBA in Finance from the University of Oregon. He has lived in Juneau for the past 20 years. Greg Wirqar-Member. Mr. Winegar is the first delegate for Edgar Blatchford, Comniissioner
of the Department of Community and Economic Development. Mr. Winegar was appointed Director of the Division of Investments on May 22, 2000. This Division administers various direct lending
programs for the State and services loans for other State agencies. representing approximately 3,500 accounts totaling $250 million. Prior to his appointment as Director, Mr. Winegar
served as the Division of Investment's Lending Branch Manager for 21 years. Mr. Winegar received his Bachelor's degree from the Evergreen State College in 1973. In 1974, he accepted
a position with the predecessor to the Department of Community and Economic Development as a Clerk Typist I11 and was promoted several times over the next five years. In addition to
his work as Lending Branch Manager, he also served as a Loan Officer for the Department for five years where his responsibilities included credit analysis and recommendations for commercial,
multi-family, residential and consumer loan requests. Management Effective August 10, 1997, the State's Department of Revenue-Treasury Division ("DOR-Treasury") assumed administrative
and management responsibilities for the Bond Bank. Deven J. Mitchell, who serves as State Debt Manager and Investment Officer in DOR-Treasury, was appointed Executive Director of the
Bond Bank in 1999. Mr. Mitchell has worked for the State Department of Revenue since 1992. He previously held several positions in Alaska financial institutions. Mr. Mitchell holds a
Bachelor of Science degree in Business Administration from Northern Arizona University. Rather than employ staff, the Bond Bank contracts in the private sector for a wide range of professional
services. The Executive Director coordinates the activities of these professionals, which include bond counsel, financial advisor, accountants, auditors, fund trustees, bond trustees
and investment managers. Future Financing Plans The Bond Bank anticipates issuing additional bonds pursuant to its General Bond Resolution or other bond resolutions within the next 12
months. The principal amount of such additional bonds depends largely on the applications for Bond Bank financing from Governmental Units. The Bond Bank currently has one application
for the issuance of general obligation bonds. The City of Valdez has applied to the Bond Bank for $17 million. $2 million of that application was funded with the 2004 Series B Bonds.
The Bond Bank Board will consider approval of and the timing of the remainder of that application request at a future time to be determined by the City of Valdez. The Bond Bank may not
issue revenue bonds in excess of $75 million during any fiscal year, unless the State Legislature approves such an issuance. Revenue refunding bonds are not included in the $75 million
fiscal year limitation. The Bond Bank has issued two series of revenue bonds since July 1, 2004. The Authority issued $28,845.000 Revenue Bonds, 2004 Series A for the City and Borough
of Juneau on August26, 2004. The Authority issued $5,365,000 Revenue Bonds, 2004 Series B for the Municipality of Anchorage on September 1, 2004. In addition, one application is pending
for the issuance of revenue bonds. The City of Homer has applied for a $1.05 million loan. The Bond Bank Board will need to approve this application before issuing bonds to fund this
loan.
The total amount of Bond Bank bonds and notes outstanding at any one time may not exceed $500 million. As of December 1, 2004, the total principal amount of the Bond Bank's bonds and
notes outstanding, not including the 2004 Series D Bonds, will be $381,170,878. Debt Payment Record The Bond Bank has always made principal and interest payments on its general obligation
and revenue bonds when due. No deficiencies have arisen in any Debt Service Fund or the Reserve Fund, nor has there been a need to utilize Statutory Reserve Fund money or to exercise
the provision requiring that State aid payments to Governmental Units be paid to the Bond Bank. Two of the loans the Bond Bank has issued under the US. Department of Commerce Coastal
Energy Impact Program have been delinquent in tlie past. Both of the communities that obtained these loans have sought and received relief and are not currently in default. See "Bonds
Outstanding -Coastal Energy Impact Program" below. BONDS OUTSTANDING Under the provisions of the Act, Act, the Bond Bank can issue additional series of Bonds under its General Bond Resolution
or issue bonds under other resolutions that the Bond Bank may choose to adopt. The Bond Bank currently has bonds outstanding under tlie following resolutions: General Bond Resolution
As of December 1, 2004, and including the sale of the 2004 Series D Bonds, the Bond Bank has issued $610,390,000 of general obligation Bonds under the General Bond Resolution, of which
$287,640,000 is currently outstanding. General Revenue Bond Resolutions The Authority issues revenue bonds under separate and distinct revenue bond resolutions. The proceeds of the Authority's
revenue bonds are applied toward the purchase of revenue bonds issued by municipal borrowers. A list of tlie outstanding revenue bond resolutions, amount of bonds outstanding and obligated
municipal borrowers appears in the table titled "TOTAL BOND BANK BONDS ISSUED AND OUTSTANDING AS OF DECEMBER 1, 2004" herein. Coastal Energy Impact Program The Bond Bank has issued bonds
to provide loans to local governments that qualify for aid under the Coastal Energy Impact Program ("CEIP"). CEIP is a federal program to provide financial assistance to coastal states
and municipalities facing impacts from offshore oil development. The United States Departmcnt of Commerce, National Oceanic and Atniospheric Administration ("NOAA) and the Bond Bank
entered into an agreement whereby the Bond Bank was the direct lending agency for tlie CEIP in the State, with $50 million available to make loans to local governments or to establish
reserves for loans to local governments. The Bond Bank issued CEIP bonds to NOAA, the proceeds of which were used to purchase bonds issued by the Kenai Peninsula Borough Central Hospital
District, the City of Seward, the City of Nonie, and the City of St. Paul. The total amount of bonds outstanding as of November 1, 2004, under the Coastal Energy Impact Loan Program
was $11,065,878, consisting of loans to the City of St. Paul and the City of Nome.
The Bond Bank issued its $6,562,878 1983 Series A Coastal Energy Bond to the U.S. Department of Comnerce to fund a loan by the Bond Bank to the City of St. Paul to constwuct a new bulk
fuel farm. The City of St. Paul failed to pay the four annual payments due on May 31, 1997, 1998, 1999, and 2000. The City of St. Paul and NOAA restructured the City of St. Paul's loan
effective December 14, 2000. The City of St. Paul has made timely payments on the loan since restructuring. In 1985, the City of Norne, NOAA, and the Bond Bank entered into a tripartite
agreement which provided $5 million in CElP financing to assist in the construction of a $29 million causeway associated with the development of oil and gas resources in Norton Sound
near Nome under provisions of the CEIP. Under terms of the agreement, repayment of the CEIP Bonds would come from revenues generated by causeway tariffs resulting from the oil and gas
development. The CElP contained provisions for the forgiveness of loans if expected development did did not occur. In 1994, NOAA, the City of Nome and the Bond Bank agreed to a 10 year
moratorium on principal and interest payments, with no further accrual of interest during the suspension period. No renewed interest in oil and gas exploration or development has resulted
despite repeated leasing opportunities offered by the Federal Minerals Management Service. The City of Nome has requested that NOAA forgive the debt incurred under the original agreement.
The moratorium ended in August 2004 and the City of Nome is working with NOAA and the State's congressional delegation to secure debt forgiveness related to the CEIP bonds. As of the
date hereof. NOAA has informed the City of Nome that it does not intend to forgive Nome's debt obligation to NOAA, but will work with the City to restructure the loan, including rescheduling
principal payments and reducing the interest rate on the loan. Bonds issued for the CEIP a e not secured by a pledge of any amounts held by or payable to the Bond Bank under the Bond
Resolution, including the Reserve Account, and are not in any way a debt or liability of the Bond Bank, nor are they secured directly or indirectly by the Statutory Reserve Fund or any
reserve account created therein. Direct Loans The Bond Bank has purchased certain bond anticipation notes and defeased certain Bond Bank bonds with money from the Custodian Account while
retaining underlying communities' bonds. As of December 1, 2001, the Bond Bank holds the principal amount of $710,000 City and Borough of Yakutat Electric Utility Revenue Bonds in its
financial portfolio.
GENERAL BOND RESOLUTION GENERAL OBLIGATION BONDS OUTSTANDING Series 1993 Serics A-I1 1995 Series A 1995 Seiies B 1995 Series C 1995 Scrics D 1996 Series A 1996 Sericr B 1997 Serics A
1997 Series B 1998 Serics A 1998 Series B 1999 Series A 2000 Series A 2000 Series U 2000 Series C 2000 Series D 2000 Serics E 2000 Scries 1: 2001 Serics A 2001 Serics B 2002 Series A
2002 Series B 2003 Serics A 2003 Series B 2003 Serics C 2003 Series D 2003 Series E 2003 Scrics F 2003 Series G 2004 Series A 20M Series B 2004 Serics C 200.1 Scrics D"' Total (AS OF
DECEMBER 1, 2004) """ Nuniber of Bond Issues Purchased 0 7 1 1 1 2 1 2 1 2 0 2 2 3 1 1 5 1 1 1 1 2 1 1 2 1 2 0 1 2 3 3 2 Loan Oblipations 595,000 2,575,000 70,000 580,000 1,345,000 1,190,000
895.000 565.000 8,095,000 6,400,000 2,275,000 10,335,000 7.475.000 9,280,000 19,130,000 1,6lO,OOO 11.'~57.000 915.000 14,420.000 3,195,000 12.840.000 10,530,000 8.~0,OOO 3,020,000 7,325,000
14,155,000 31,125,000 1,690,000 ?3,535,000 18.390.000 16.G10,500 14,307,000 12.550.000 277,479,500 (I) Excludes Bonds that have been refunded or defeased. Ou~standing" ' Reserve Obligations
0 7fl0.000 0 510.000 0 0 0 0 '185,000 100,000 0 360,000 305,000 0 610.000 0 473,000 0 420.000 285.000 755.000 525,000 305.000 0 210,000 365.000 0 0 575,000 600,000 694,500 268.000 1,375,000
10,160,500 . ~ (2) Includes the 2004 Series D Bonds
TOTAL BOND BANK BONDS ISSUED AND OUTSTANDING AS OF DECEMBER 1,2004 Original Amount Amount Issued Outstandin? I. Total 1976 General Resolution G.O. Bonds"' $610,390.000 "I $ 287,640,000"'
11. Revenue Bonds 1993A Resolution 1995 Resolution 1997 Resolution 1998A Resolution 19980 Resolution 1999A Resolution 2000A Resolution 2000B Resolution 2001A&B Resolution 2002 Resolution
2003A Resolution 2003B Resolution 2003C Resolution 2004A Resolution 20048 Resolution Municipal Borrower Municipality of Anchorage City of Seward City of Ketchikan City of Ketchikan City
of Homer Inter-Island Ferry Authority City of Unalaska City of Seward Ketchikan Gateway Borough City of Ketchikan City & Borough of Juneau City of Valdez City of Kodiak City & Borough
of Juneau Municipality of Anchorage 111. Coastal Energy Impact Loan Program 35,456,046 1 1,065,878 REMAINING DEBT CAPACITY AFTER THE ISSUANCE OF THE 2004 SERIES D BONDS Limit (Section
44.85.180 of the Act) Less Outstanding Bonds General Obligation Bonds Loan Obligations Reserve Reserve Obligations Revenue Bonds Coastal Energy Loan Program Total Outstanding Debt Remaining
Debt Capacity $105.039.122 ( I ) Includes all general obligation Bonds issued under the I976 General Resolution, including the 2004 Series D Bonds. (2) The limit applies to all outstanding
bonds or notes issued by the Bond Bank; if the Bond Bank adopts other general obligation or revenue resolutions, any bonds outstanding under such resolution(s) would apply loward the
limit.
DEBT SERVICE REQUIREMENTS OF OUTSTANDING GENERAL OBLIGATION BONDS AND THE 2004 SERIES D BONDS (Fiscal Years Ending June 30) Fiscal Year 2005 2006 2007 2008 2009 2010 201 1 2012 2013
2014 2015 2016 2017 2018 2019 2020 202 1 2022 2023 2024 2025 2026 2027 2028 2029 Debt Service On Outstanding Bonds $32.3 19,347 31,290,147 27,214,123 26,299,205 24,879,672 24,493,285
24,948,984 23,786,693 20,899,396 18,715,679 18,077,916 17,061,321 16,813,880 17,302,807 16,385,319 14,731,424 14,648,328 10,397,539 11,262,651 7,600,495 3,780,651 2,426,306 2,451,450
2,467,500 2004 Series D Principal 0 430,000 1,615,000 475,000 495,000 505,000 525,000 540,000 555,000 580,000 600,000 625,000 650,000 675,000 705,000 740,000 765,000 800,000 840,000
880,000 925,000 0 0 0 0 $13,925,000 2004 Series D InteresL 0 780,083 5 18,075 486,725 472,175 457,175 440,413 421,775 402,613 381.300 357,700 333,200 307,700 281,200 251,838 219,325
185,463 150,250 11 1,250 68,250 23,125 0 0 0 0 $ 6,649,633 Total Debt Service 32,319,347 32,500,230 29,347.198 29,347.198 27,260,930 25.846.847 25,455,460 25,914,396 24,748,468 21,857,008
19,676,979 19,035,616 18,019,521 17,771,580 18,259,007 17,342,157 15,690,749 15,598,790 11,347,789 12,213,901 8,548,745 4,728,776 2,426,306 2,451,450 2,467,500 2.465.125 $433,293,876
TAX RATES AND DEBT LIMITATION Property Assessments Under provisions of State law, borough officials assess all taxable property within borough boundaries except property used in exploration,
production or pipeline transportation of gas or unrefined oil. Home rule and first class cities outside of borough boundaries can assess the same property within their jurisdictions.
Property used in exploration, production or pipeline transportation of gas or unrefined oil is assessed by the State Department of Revenue as authorized by the State Legislature in 1973.
The State levies a 20 mil tax on such property. Local governments and service areas may levy and collect a property tax based on the State's assessed valuation of those properties within
the local jurisdiction; payments made to local jurisdictions are allowed as a credit toward payments due the State. Tax Rate Limitations Taxes levied by an Alaska municipality for purposes
other than debt service on bonds are limited by State statute (AS 29.45.090) to an amount equal to three percent of the assessed
valuation of taxable property in the municipality. In addition, a municipality or combination of municipalities occupying the same geographical area may not levy taxes for purposes other
than debt service on bonds in excess of the greater of (a) an amount equal to $1,500 for each person residing within the municipality or (b) an amount which is the result of applying
the millage rate of the municipality to the product of 225 percent of the average per capita assessed valuation of all taxable property in the State multiplied by the number of residents
in the municipality. Taxes levied by a second class city cannot exceed two percent of the assessed valuation of taxable property in the city, except to avoid a default on principal and
interest payments on general obligation debt. Debt Limitation There are no constitutional or statutory debt limitations imposed on Governmental Units under State law. General law municipalities
can issue general obligation bonds for capital improvements without limitation upon approval of a nmjority of qualified voters. Some home rule municipalities have a debt limit imposed
by home rule charter. SUMMARY OF THE GENERAL BOND RESOLUTION The following is a summary of certain provisions of the General Bond Resolution, to which reference is made for a complete
statement of the provisions or contents of the document. Words and terms used in this sununary are defined in the above mentioned document and will have the same meanings herein as contained
in that document, except as defined in this Official Statement. General Bond Resolution Constitutes Contract The General Bond Resolution constitutes a contract between the Bond Bank
and the holders of the Bonds, and the pledges made in the General Bond Resolution and the covenants and agreements therein set forth to be performed by the Bond Bank will be for the
equal and proportionate benefit, protection and security of the holders of any and all of the Bonds, all of which will be of equal rank without without preference, priority or distinction.
Obligation of Bonds The Bonds are direct and general obligations of the Bond Bank, and the full faith and credit of the Bond Bank are pledged for the payment of the principal or redemption
price of, interest on and sinking fund installments for, the Bonds. The State will not be liable on the Bonds, and the Bonds will not be a debt or liability, or constitute a pledge or
loan of the faith and credit of the State. Pledge The Municipal Bonds and the Municipal Bonds Payments, the investments thereof and the proceeds of such investments, and all funds and
accounts established by the General Bond Resolution to be held by the Trustee are pledged and assigned for the payment of the principal of, redemption price of, interest on, and sinking
fund installments for, the Bonds in accordance with the terms and provisions of the General Bond Resolution, subject only to the provisions of the General Bond Resolution permitting
the application thereof for the purposes and on the terms and conditions set forth in the General General Bond Resolution. The Municipal Bonds and the Municipal Bonds Payments and all
other money and securities pledged pursuant to the General Bond Resolution immediately will be subject to the lien of such pledge without any further act, and such lien will be valid
and binding as against all parties having claims of any kind in tort, contract or otherwise against the Bond Bank, regardless of whether sucli parties have notice thereof. Power to Issue
Bonds and Make Pledges The Bond Bank covenants that it is duly authorized by law to issue the Bonds and to adopt a series resolution and to pledge the Municipal Bonds Payments, the Municipal
Bonds and other money, securities. funds and property purported to be pledged by the General Bond Resolution which will be free and clear of any pledge, lien, charge or encumbrance thereon
or with respect thereto prior to, or of equal rank with, the pledge created by the General Bond Resolution, except for the liens in favor of the Trustee for its expenses. The Bond Bank
will at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Municipal Bonds Payments, the Municipal Bonds and other money, securities, funds and
property pledged under tlie General Bond Resolutioti and all the rights of the Bondholders under the General Bond Resolution against all claims and demands of all persons whomsoever.
General The Bond Bank will do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the Bond Bank under law and the General
Bond Resolution in accordance with the terms thereof. The Bond Bank pledges and agrees that it will not cause the State to limit or alter the rights vested by the Act in tlie Bond Bank
to fulfill the term of any agreements made with Bondholders, or in any way impair the rights and remedies of such Bondholders, until the Bonds, together with the interest thereon, with
interest on any unpaid installments of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of such holders, are fully met and discharged.
Waiver of Laws The Bond Bank will not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of any stay or extension of law now or at any
time hereafter in force which may affect the covenants and agreements contained in the General Bond Resolution or in any Series Resolution or in the Bonds, and all benefit or advantage
of any such law or laws is hereby expressly waived by the Bond Bank. Loan Agreement Provisions No Loan will be made and no Bonds will be issued for the purpose of providing funds with
which to make a Loan, unless the Loan Agreement under which such Loan is to be made will coniply with the following: (a) The municipality which is a party to such Loan Agreement must
be a Governmental Unit as defined by the General Bond Resolution, and the Loan Agreement must be executed in accordance with existing laws. (b) The Governmental Unit, prior to or simultaneously
with the issuance of Bonds, will issue Municipal Bonds which are valid obligations of the Governmental Unit as required by tlie Act. (c) The Municipal Bonds Payments to be made by the
Governmental Unit under such Loan Agreement will be not less than the interest and principal payments the Bond Bank is required to make on the Loan Obligations and will be scheduled
by tlie Bond Bank in such manner and at such times as to provide funds sufficient to pay principal and interest on the Loan Obligations as the sanie become due. (d) The Governmental
Unit will be obligated to pay Fees and Charges to the Bond Bank at tlie times and in the amounts which will enable the Bond Bank to coniply with the provisions of the General Bond Resolution.
(e) The Governmental Unit will agree that in the event the Municipal Bonds Payments are not paid by it to the Bond Bank on or before the times specified in the Loan Agreement, any money
payable to the Governmental Unit by any department or agency of the State will be withheld from such Governmental Unit and paid over directly to the Trustee acting under the General
Bond Resolution. (f) The Bond Bank will not sell, and the Governmental Unit will not redeem PI-ior to maturity, any of the Municipal Bonds in an amount greater than the Outstanding Bonds
issued with respect to such Loans which are then redeemable, and any such sale or redemption will be in an aniount not less than the aggregate of (i) the principal amount of the Loan
Obligations to be redeemed, (ii) the interest to accrue on the Loan Obligations so to be redeemed to the next redemption date, (iii) the applicable redemption premium, and (iv) the costs
and expenses of the Bond Bank in effecting the redemption of the Loan Obligations. (g) The Government Unit must give the Bond Bank at least fifty days notice of its intent to redeem
its Municipal Bonds.
Modification of Loan Agreement Terms The Bond Bank will not consent to the modification of, or modify, the rates of interest of, or the amount or time of payment of any installment of
principal of or interest on, any Municipal Bonds evidencing a Loan, or the amount or time of payment of any Fees and Charges payable with respect to such Loan, or the security for or
any terms or provisions of such Loan or the Municipal Bonds evidencing the same, in a nianner which adversely affects or diminishes the rights of tlie Bondholders. Enforcement of Municipal
Bonds The Bond Bank will diligently enforce, and take all reasonable steps, aclions and proceedings necessary for the enforcement of, all terms, covenants and conditions of all Loan
Agreements and tlie Municipal Bonds, including tlie prompt collection, and the giving of notice to the Commissioner of Revenue, Comniissioner of Community and Econon~icD evelopment and
the Coniniissioner of Administration and any other department or agency of tlie State which is custodian of any money payable to the Governmental Unit of any failure or default of the
Govern~nental Unit in the payment of its Municipal Bonds Payments and will promptly transfet-any such money, upon receipt thereof, to the Trustee and the Trustee will deposit any such
money in the Principal Account and Interest Account in place of said unpaid Municipal Bonds Payments or in the event deficiencies in said Accounts created by such default will have been
made up by the Reserve Fund, into tlie Reserve Fund to the extent of such deficiencies. Funds and Accounts The General Bond Resolution established a Debt Service Fund, consisting of
an Interest Account, a Principal Account and a Redemption Account; a Reserve Fund with a Special Account therein; and an Operating Fund. The Debl Service Fund and the Reserve Fund are
held by the Trustee. The Operating Fund is lield by the Bond Bank. Debt Service Flittd. The Trustee will deposit Municipal Bonds Interest Payments and any other money available for the
payment of interest in the Ititerest Account upon receipt thereof. The Trustee will, on or before each interest payment date, pay out of the Interest Account the amounts required for
the payment of the interest becoming due on eacli series of Bonds on such i~iterespt ayment date. The Trustee will deposit Municipal Bonds Principal Payments and any other money available
for the payment of principal in the Principal Account upon receipt thereof. The Trustee will, on or before each principal payment date or Sinking Fund Installment date, pay out of the
Principal Account tlie amounts required for tlie payment of the principal or Sinking Fund Installnient due on each series of Bonds on such date. The Trustee establishes in tlie Redemption
Account a separate sub-account for each Series of Bonds. Any money deposited into the Redemption Account from any source other than money transferred from tlie Reserve Fund because of
a reduction in the Required Debt Service Reserve or upon the sale or redemption of Municipal Bonds will be applied to the purchase or redemption of Bonds. Any money deposited into the
Redemption Account from tlie Reserve Fund because of a reduction in the Required Debt Service Reserve will be applied to the purchase or redemption of Reserve Fund Obligations. The Bond
Bank will deposit in the Redemption Account such portion of the money received as the procceds of sale or redemption of Municipal Bonds and such money will be set aside by the Trustee
in the appropriate Series sub-account. Money so lield in eacli separate series sub-account by the Trustee will bc applied to the purchase or retirement of such Series of Bonds having
the same maturity date or dates and in the same principal amount of each maturity as the Municipal Bonds that were sold or redeemed.
Re s ene F I I I I ~M. onthly, the Trustee will set aside from amounts in the Reserve Fund derived from investment earnings and profits, an amount which will, on such date, be equal
to the unpaid interest on the Reserve Fund Obligations accrued and to accrue to the last day of such month. On or before each principal payment date and Sinking Fund Installment payment
date of Reserve Fund Obligations, the Trustee will withdraw from amounts in the Reserve Fund other than amounts in the Special Account and deposit in the Principal Account an amount
which, when added to the amount then on deposit in the Principal Account and derived from sources other than Municipal Bonds Payments, will be equal to the Principal Installment of the
Reserve Fund Obligations falling due on such date. Quarterly, after complying with the foregoing provisions, the Trustee will withdraw froni the Reserve Fund any amount remaining therein
derived from investment earnings or profits, and pay over said amount to the Bond Bank for deposit in the Operating Fund, but only to the extent that there remains after such withdrawal
an amount in the Reserve Fund at least equal to the Required Debt Service Reserve and an amount in the Special Account not less than two-thirds of the Required Debt Service Reserve.
The Bond Bank will pay into the Reserve Fund (a) money made available by the State for the purpose of the Statutory Reserve Fund created by the Act in the aniount provided by a Series
Resolution; (b) all money paid to the Bond Bank pursuant to the Act for the purpose of restoring the Reserve Fund to the amount of the Required Debt Service Reserve; (c) such portion
of the proceeds of sale of Bonds as will be provided by any Series Resolution; and (d) any other money which may be nlade available to the Bond Bank Tor the purposes of the Reserve Fund
from any other source or sources. The Trustee will deposit in the Special Account any amounts described by clause (a) above and any other amounts directed by the Bond Bank (except anlounts
derived from the sale of Bonds or Notes), and any income or interest earned and profits realized due to the investment thereof. In the event there will be a deficiency in the Interest
Account or in the Principal Account, the Trustee will make up such deficiencies from the Reserve Fund. All amounts so withdrawn will first be withdrawn from amounts in the Special Account.
Ah i ~ ~ i s r r n r i oof r ~R eserve f i r r ~ d .M oney and securities held in the Reserve Fund will not be withdrawn therefrom at any time in such amount as would reduce the amount
in such Fund to an amount less than the Required Debt Service Reserve except for the payment when due of debt service on Reserve Fund Obligations and to cure a deficiency in the Principal
Account or the Interest Account. In order to assure the maintenance of the Reserve Fund in an amount equal to the Required Debt Service Reserve and in compliance with the requirements
of the Act, the Bond Bank will cause the Chairman annually, before each January 30, to make and deliver to to the Governor and to the State Legislature a certificate stating the amount,
if any, required to restore the Reserve Fund to the amount of the Required Debt Service Reserve. Money received by the Bond Bank from the State pursuant to such a certification will,
to the extent such certification was occasioned by the fact that the amount in the Reserve Fund was less than the Required Debt Service Reserve, be deposited in the Reserve Fund. Money
received by the Bond Bank from the State pursuant to such a certification will, to the extent such certification was occasioned by the fact that the amount in another fund created within
the Statutory Reserve Fund was less than the Required Debt Service Reserve as therein defined, be deposited in said fund. Whenever the amount in the Reserve Fund is less than the Required
Debt Service Reserve, the Bond Bank will transfer froni other amounts available in the Statutory Reserve Fund to the Reserve Fund the amount required to restore the Reserve Fund to the
Required Debt Service Reserve. Op e r n r i~~Fgur ld. There will be deposited in the Operating Fund all Fees and Charges, to the extent not otherwise encumbered or pledged, and any other
money which may be made available to the Bond Bank therefor from any other source or sources. Money at any time held for the credit of the Operating Fund will be used for and applied
solely to the following purposes: (a) to pay the Administrative Expenses of the Bond
Bank; (b) to pay the fees and expenses of the Trustee and any Paying Agent; (c) to pay financing costs incurred with respect to a Series of Bonds; and (d) to pay any expenses incurred
in carrying out any other purpose then authorized by the Act. All amounts in the Operating Fund will be free and clear of any lien or pledge created by the General Bond Resolution. Security
for Deposits All money held by the Trustee will be continuously and fully secured, for the benefit of the Bond Bank and the Bondholders, by Investment Securities of a market value not
less than the amount of such money or in such other manner as may then be required or permitted by applicable State or federal laws and regulations regarding the security for trust funds,
except that it will not be necessary for the Trustee or any Paying Agent to give security for the deposit of any money with them held in trust for the payment of the principal or Redemption
Price of or interest on any Bonds, or for the Trustee to give security for any money which will be represented by obligations purchased under the provisions of the General Bond Resolution
as an investment of such money. Payment of Bonds The Bond Bank will duly and punctually pay or cause to be paid the principal or Redemption Price, if any, of every Bond and the interest
thereon, at the dates and places and in the manner provided in the Bonds according to the true intent and meaning thereof, and will duly and punctually satisfy all Sinking Fund Installments,
if any, which may be established for any Series. Fees and Charges The Bond Bank will charge such Fees and Charges to each Governnlental Unit to which a Loan is made, and will revise
such Fees and Charges whenever necessary, so that such Fees and Charges actually collected from each such Governmental Unit will at all times produce money which, together with such
Governmental Unit's Allocable Proportion of other money available under the provisions of the General Bond Resolution, and other money available therefor, will be at least sufficient
to pay, as the same become due, the Governmental Unit's Allocable Proportion of the Administrative Expenses of the Bond Bank and of the fees and expenses of the Trustee and any Paying
Agent. Issuance of Additional Obligations Including for the Purpose of Refunding The Bond Bank will not issue any obligations or create any additional indebtedness which will be secured
by a charge and lien on the Municipal Bonds and the Municipal Bonds Payments or which will be payable from the Debt Service Fund or the Reserve Fund, except that additional Series of
Bonds may be issued under the General Bond Resolution on parity with Outstanding Bonds and secured by an equal charge and lien on the Municipal Bonds and the Municipal Bonds Payments
and payable equally and ratably from the Debt Service Fund and Reserve Fund for the purposes of (a) making Loans to Governmental Units, (b) making payments into the Interest Account,
(c) making payments into the Reserve Fund, (d) funding of Notes theretofore issued for any purposes for which Bonds may have been issued, (e) the refunding of any Bonds then Outstanding,
provided that aggregate debt service in each year is not increased, and (t) making payments into the Operating Fund from amounts received as a premium over the principal amount of a
Series of Bonds. No additional series of Bonds will be issued unless:
(a) the aggregate principal amount of Bonds and Notes Outstanding at the time of issuance and delivery of such additional Bonds including the principal amount of such additional Bonds,
will not exceed any limit thereon imposed by law; (b) there is at the time of the issuance of such additional Bonds no deficiency in the amounts required by the General Bond Resolution
or any Series Resolution to be paid into the Debt Service Fund and into the Reserve Fund; (c) the amount of the Reserve Fund, upon the issuance and delivery of such additional Bonds,
will not be less than the Required Debt Service Reserve and the amount in the Special Account in the Reserve Fund will equal not less than two-thirds of the Required Debt Service Reserve;
and (d) the maturities of, or Sinking Fund Installments for, the additional Bonds representing Loan Obligations, unless such additional Bonds are being issued to refund Outstanding Bonds,
will be equal to the scheduled Municipal Bonds Principal Payments to be made in respect of the Loans with respect to which such additional Bonds are to be issued. The Bond Bank expressly
reserves the right to adopt other general bond resolutions and reserves the right to issue Notes and any other obligations so long as the same are not a charge or lien on the Municipal
Bonds, the Municipal Bonds Payments and the Fees and Charges or payable from the Debt Service Fund or the Reserve Fund. Defeasance If the Bond Bank will pay or cause to be paid to the
holders of all Bonds then Outstanding, the principal or Redemption Price, if any, and interest to become due thereon, at the times and in the manner stipulated [herein and in the General
Bond Resolution, then, at the option of the Bond Bank, as expressed in an instrument in writing signed by an Authorized Officer and delivered to the Trustee, the covenants, agreements
and other obligations of the Bond Bank to the Bondholders will be discharged and satisfied. All Outstanding Bonds of any Series will. prior to the maturity or redemption date [hereof,
be deemed to have been paid if (a) in case any of said Bonds are to be redeemed on any date prior to their maturity, the Bond Bank will have given to the Trustee in form satisfactory
to it irrevocable instructions to publish notice of redemption on said date of such Bonds, and (b) there will have been deposited with the Trustee or Paying Agent either monies in an
amount which will be sufficient or Investment Securities described in clause (a) of the definition thereof (except that with respect to Bonds entitled to the benefits of a bond insurance
policy, only direct and general obligations of the United States will be deposited), the principal of and the interest on which when due will provide monies which, together with the
monies, if any, deposited with the Trustee or Paying Agent at the same time, will be sufficient, to pay, when due, the principal or Redemption Price, if applicable, and interest due
and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as may be the case
. Supplements and Amendments The Bond Bank may supplement the General Bond Resolution without the consent of the Bondholders or the Trustee for various purposes not inconsistent with
the General Bond Resolution, to impose additional limitations or restrictions on the issuance of Bonds or other debt, to impose other restrictions on the Bond Bank, to surrender any
right, power or privilege, or to confirm any pledge of or lien upon the Municipal Bonds or the Municipal Bonds Payments or any other funds. With the written consent of tlie Trustee,
the Bond Bank may also supplement the General Bond Resolution to cure any ambiguity, omission or defect in the General Bond Resolution. Any niodification or amendment of the General
Bond Resolution and of the rights and obligations of the Bond Bank and of the Bondholders may be made witli the written consent (a) of the holders of at least two-thirds in principal
amount of the Bonds Outstanding at the time such consent is given, or (b) in case less than all of the several several Series of Bonds then Outstanding are affected by the modification
or amendment, of the holders of at least two-thirds in principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however,
that such niodification or amendment will not permit (i) a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon
or Sinking Fund Installnlent therefore. (ii) a reduction in the principal amount or tlie Redemption Price thereof or in the rate of interest thereon, (iii) a reduction of the percentage
of the Holders of which is required to effect any such modification or amendment, or (iv) the creation of any lien prior to or on a parity with the lien created by the General Bond Resolution
(except in the manner provided by the General Bond Resolution) or deprive the Bondholders of the lien created by tlie General Bond Resolution, without the consent of the Holders of all
the Bonds Outstanding or of the Series of Bonds affected by such modification or amendment. Events of Default and Remedies Each of the following events is an event of default: (a) the
Bond Bank defaults in the payment of the principal or Redemption Price of, Sinking Fund Installment for, or interest on, any Bond when and as the same will become due whether at maturity
or upon call for redemption, or otherwise; (b) the Bond Bank fails or refuses to comply witli the provisions of the Act regarding the certification of deficiencies in the Reserve Fund,
or such amounts as will be certified to the Governor and to the Legislature pursuant to the Act will not be appropriated and paid to the Bond Bank prior to the termination of the then
current State fiscal year; or (c) the Bond Bank fails or refuses to comply with the provisions of the Act, other than as provided in (b) above, or defaults in tlie performance or observance
of any other of the covenants, agreements or conditions on its part in tlie General Bond Resolution, any Series Resolution, any Supplemental Resolution, or in the Bonds contained, and
such failure, refusal or default will continue for a period of 45 days after written notice thereof by the Trustee or the Holders of not less than 5 percent in principal amount of the
Outstanding Bonds; provided, however, that an event of default will not be deemed to exist under the provisions of clause (c) above upon the failure of tlie Bond Bank to make and collect
Fees and Charges required to be made and collected by the General Bond Resolution or upon the failure of the Bond Bank to enforce any obligation undertaken by a Governmental Unit pursuant
to a Loan Agreement including the making of the stipulated Municipal Bonds Payments so long as the Bond Bank may be otherwise directed by law and so long as the Bond Bank will be provided
with money from the State or otherwise, other than withdrawals from or reimbursements of the Reserve Fund, sufficient in amount to pay the principal of and interest on all Bonds as
the same will become due during the period for which the Bond Bank will be directed by law to abstain from making and collecting such Fees and Charges and from enforcing the obligations
of a Governmental Unit under the applicable Loan Agreement. Upon the happening and continuance of any event of default specified in paragraph (a) above, the Trustee will proceed, or
upon the happening and continuance of any event of default specified in paragraphs (b) and (c) above, the Trustee may proceed, and upon the written request of the holders of not less
than 25 percent in principal amount of the Outstanding Bonds will proceed, in its own name, to protect and enforce its rights and the rights of the Bondholders by such of the following
remedies as the Trustee, being advised by counsel, will deem most effectual to protect and enforce such rights: (a) by mandamus or other suit, action or proceeding at law or in equity,
enforce all rights of the Bondholders, including the right to require the Bond Bank to make and collect Fees and Charges and Municipal Bonds Payments adequate to carry out the covenants
and agreenients as to, and pledge of, such Fees and Charges and Municipal Bonds Payments, and other properties and to require the Bond Bank to carry out any other covenant or agreement
with Bondholders and to perform its duties under the Act; (b) by bringing suit upon the Bonds; (c) by action or suit in equity, require the Bond Bank to account as if it were the trustee
of an express trust for the holders of the Bonds; (d) by action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the
Bonds. Upon the occurrence of an event of default the Trustee may, and upon the wrilten request of the holders of not less than a majority in aggregate principal aniount of
the Bonds at the time Outstanding will. declare the principal of all the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such
declaration the same will be i~ntnediately due and payable. This provision, however, is subject to the condition that if before any judgment or decree for the payment of the money due
will have been obtained or entered, the Bond Bank will deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments
of interest upon all the Bonds, with interest on such overdue installments of principal at the rate borne by the respective Bonds, and the reasonable expenses of the Trustee, and any
and all other defaults known to the Trustee will have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate will have been made
therefor, then the holders of at least a majority in aggregate principal aniount of the Bonds then outstanding, may, on behalf of the holders of all of the Bonds, rescind and annul such
declaration and its consequences and waive such default. Bo11fl11olfkt.s' Direcrio~lo f Proceedi~~gsT.h e holders of a majority in principal amount of the Bonds then Outstanding will
have the right to direct the method of conducting all re~nedial proceedings to be taken by the Trustee, provided that such direction will not be otherwise than in accordance with law
or the General Bond Resolution, and that the Trustee will have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to
Bondholders not parties to such direction. Li~i~itarioorln Righrs of Borldl~olders.N o holder of any Bond will have any right to institute any suit. action, mandamus or other proceeding
in equity or at law under the General Bond Resolution, or for the protection or enforcement of any right under the General Bond Resolution or any right under law unless such holder will
have given to the Trustee written notice of the event of default or breach of duty on account of which such suit, action or proceeding is to be taken, and unless the holders of not less
than 25 percent in principal amount of the Bonds then Outstanding will have made written request of the Trustee and will have afforded the Trustee a reasonable opportunity either to
proceed to exercise the powers granted under the General Bond Resolution or law or to institute such action, suit or proceeding in its name and unless, also,
there will have been offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred thereby, and the Trustee will have refused or
neglected to comply with such request within a reasonable time. No holder of the Bonds will have any right to affect, disturb or prejudice the security of the General Bond Resolution,
or to enforce any right with respect to the Bonds or the General Bond Resolution, except in the manner provided in the General Bond Resolution, and all proceedings at law or in equity
will be instituted, held and maintained in the manner herein provided and for the benefit of all Bondholders. Excess Earnings The Bond Bank covenants and agrees to calculate Rebateable
Arbitrage and to pay Rebateable Arbitrage to the United States of America in the manner necessary to comply with the then applicable federal tax law. Within 30 days after the end of
every fifth Bond Year, and within 60 days of the date when all of each Series of Bonds have been retired retired (or at such other time or times as may then be required by the Code and
the applicable Income Tax Regulations), the Bond Bank will determine the Rebateable Arbitrage with respect to each Series of Bonds, and pay rebate amounts due the United States of America
with respect thereto, as provided in Section 148(f) of the Code. LITIGATION Upon the delivery of the 2004 Series D Bonds, the Bond Bank will furnish a certificate to the effect that,
among other things, there is no litigation pending in any court to restrain or enjoin the issuance or delivery of the 2004 Series D Bonds, or in any way contesting the validity or enforceability
of the 2004 Series D Bonds, the Bond Resolution or any Bonds or money pledged under the Bond Resolution. CERTAIN LEGAL MATTERS Legal matters incident to the authorization, issuance and
sale by the Bond Bank of the 2004 Series D Bonds are subject to the approving legal opinion of Wohlforth, Vassar, Johnson & Brecht, P.C. of Anchorage. Alaska, Bond Counsel to the Bond
Bank. The proposed form of the opinion of Bond Counsel is included herein as Appendix A. Certain legal matters will be passed upon for the City of Adak by its counsel Wohlforth, Vassar,
Johnson & Brecht, P.C. of Anchorage, Alaska. Certain legal matters will be passed upon for Kodiak Island Borough by its counsel Birch, Horton, Bittner and Cherot, of Anchorage, Alaska.
The Bond Bank and the City of Adak have both consented to the dual representation by the firm of Wohlforth, Vassar, Johnson & Brecht, P.C. of Anchorage, Alaska. FINANCIAL ADVISOR Western
Financial Group, LLC has acted as financial advisor (the "Financial Advisor") to the Bond Bank in connection with the issuance of the 2004 Series D Bonds. The Financial Advisor is not
obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained
in this Official Statement. Western Financial Group, LLC is an independent advisory firm and is not engaged in the business of underwriting, trading, or distributing municipal securities
or other public securities. FINANCIAL STATEMENTS The financial statements of the Bond Bank included as Appendix F to this Official Statement have been audited by Elgee, Rehfeld, Mertz
6: Barratt, LLC, independent certified public accounts, to the extent and for
the periods indicated in their report thereon. Such financial statements have been included in reliance upon the report of Elgee, Rehfeld, Mertz & Barratt, LLC. TAX EXEMPTION In tlie
opinion of Wohlforth, Vassar, Johnson & Brecht, P.C., Bond Counsel, based on an analysis of existing laws, regulations, rulings and court decisions and assuming, among other things,
compliance with certain covenants, interest on the 2004 Series D Bonds is excluded from gross income for federal income tax purposes. The 2004 Series D Bonds are not private activity
bonds, and interest on the 2004 Series D Bonds is not an item of tax preference for purposes of determining alternative minimum taxable income for individuals or corporations under tlie
Code. However, interest on the 2004 Series D Bonds is taken into account in the computation of adjusted current earnings for purposes of the corporate alternative minimum tax under Section
55 of the Code. Bond Counsel is also of the opinion, based on existing laws of the State as enacted enacted and construed that interest on the 2004 Series D Bonds is excluded from taxation
by the State except for transfer, estate and inheritance taxes and except to the extent that inclusion of said interest in coniputing the corporate alternative minimum tax under the
Code may affect the corresponding provisions of the State corporate income tax. The Code imposes various restrictions, conditions, and requirements relating to the exclusion from gross
income for federal income tax purposes of interest on obligations such as the 2004 Series D Bonds. The Bond Bank has covenanted to comply with certain restrictions designed to assure
that interest on the 2004 Series D Bonds will not be included in federal gross income. Failure to comply with these covenants may result in interest on the 2004 Series D Bonds being
included in federal gross income, possibly from the date of issuance of the 2004 Series D Bonds. The opinion of Bond Counsel assumes compliance with these covenants. Bond Counsel has
not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the 2004 Series D
Bonds may adversely affect the tax status of interest on the 2004 Series D Bonds. Although Bond Counsel has rendered an opinion that interest on the 2004 Series D Bonds is excluded froni
gross income for federal income tax purposes, the ownership or disposition of, or the accrual or receipt of interest on, such 2004 Series D Bonds may otherwise affect a 2004 Series D
Bond Owner's federal or State tax liability. The nature and extent of these other tax consequences will depend upon the 2004 Series D Bond Owner's particular tax status and the 2004
Series D Bond Owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any other tax consequences relating to the ownership or disposition of, or the accrual
or receipt of interest on, the 2004 Series D Bonds. Bond Counsel's opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes,
regulations, published rulings, and court decisions and the representations and covenants of the Bond Bank. No ruling has been sought from the Internal Revenue Service (the "Service")
with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel's opinion is not binding on tlie Service. The Service has an ongoing program of auditing tlie tax-exempt
status of the interest on governmental obligations. If an audit of the 2004 Series D Bonds is commenced, under current procedures, the Service is likely to treat the Bond Bank as the
"taxpayer," and the owners of the 2004 Series D Bonds (the "Owners") would have no right to participate in tlie audit process. In responding to or defending an audit of the tax-exempt
status of the interest on the 2004 Series D Bonds, the Bond Bank may have different or conflicting interests from the Owners. Public awareness of any future audit of the 2004 Series
D Bonds could adversely affect the value and liquidity of the 2004 Series D Bonds during the pendency of the audit, regardless of its ultiniate outcome.
Tax Treatment of Original Issue Pren~ium The 2004 Series D Bonds tnaturing on November 1 in the years 2005 through 2011, inclusive, years 2013 through 2016, inclusive, and years 2018
through 2024, inclusive, are offered at a premium ("original issue premium") over their principal amount. For federal income tax purposes, original issue premium is amortizable periodically
over the term of a 2004 Series D Bond through reductions in the holder's tax basis for a 2004 Series D Bond for determining taxable gain or loss from sale or from redemption prior to
maturity. Amortizable premium is accounted for as reducing the interest on the 2004 Series D Bond rather than creating a deductible expense or loss. Holders should consult their tax
advisors for an explanation of the amortization rules. Tax Treatment of Original Issue Discount The 2004 Series D Bonds maturing on November 1 in the year 2017 are offered at a discount
("original issue discount") equal generally to the difference between the public offering price and the principal amount of such 2004 Series D Bonds. For federal income tax purposes,
original issue discount on a 2004 Series D Bond accrues periodically over the term of a 2004 Series D Bond as interest with the same tax exemption as regular interest. The accrual of
original issue discount increases the holder's tax basis in a 2004 Series D Bond for determining taxable gain or loss from the sale or from redemption prior to maturity. Holders should
consult their tax advisors for an explanation of the accrual rules. RATINGS Moody's Investors Service ("Moody's") and Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, ("Standard & Poor's") have assigned ratings of "Aaa" and "AAA", respectively, to the 2004 Series D Bonds based on the expectation of the issuance by XL Capital Assurance Inc.
of a municipal bond insurance policy. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from
the rating agency furnishing the same, at the following addresses: Moody's, 99 Church Street, New York, New York 10007, (212) 553-0300; Standard & Poor's, 55 Water Street. New York,
New York 10041, (212) 438-2124. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own.
There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies if, in the
judgment of such rating agencies, circumstances so warrant. Any such downward revision or wirhdrawal of such ratings may have an adverse effect on the market price of the 2004 Series
D Bonds. SOURCES OF CERTAIN INFORMATION The City of Adak has provided information in this Official Statement appearing in Appendix D concerning the City of Adak. Kodiak Island Borough
has provided information in this Official Statement appearing in Appendix E concerning Kodiak Island Borough. The Bond Bank makes no representation as to the accuracy of information
in this Official Statement concerning the City of Adak or Kodiak Island Borough. CONTINUING DISCLOSURE UNDERTAKING Basic Urtdermki~igr o Provide Ar~r~~Frinnla ncial Irlforrilarior~a
rrd Notice of Mnteriul Eve~trs.P ursuant to the Securities and Exchange Commission ("SEC") Rule 15c2-12(b)(5), as it may be amended from time to time (the "Rule"), the Bond Bank, Kodiak
Island Borough and the City of Adak will each undertake its respective Disclosure Certificate (the "Undertaking") for the benefit of the Beneficial Owners of the 2004 Series D Bonds
to provide or cause to be provided to each nationally recognized municipal securities information repository designated by the SEC in accordance with the Rule (the "NRMSLR") and to a
state information depository, if one is established in the State and recognized by the SEC (the "SID"), annual financial information and operating data of the type included in this Official
Statement as generally described below; and the Bond Bank will undertake to
provide or cause to be provided to each NRMSIR or the Municipal Securities Rulemaking Board ("MSRB), and to the SID, timely notice of the occurrence of any of the following events specified
by the Rule, if applicable and material, with respect to the 2004 Series D Bonds: (a) principal and interest payment delinquencies; (b) nonpayment related defaults; (c) unscheduled draws
on debt service reserves reflecting financial difficulties; (d) unscheduled draws on credit enhancements reflecting financial difficulties; (e) substitution of credit or liquidity providers,
or their failure to perform; (f) adverse tax opinions or events affecting the tax-exempt status of the 2004 Series D Bonds; (g) modifications to rights of Beneficial Owners of the 2004
Series D Bonds; (h) 2004 Series D Bond calls; (i) defeasances; (j) release, substitution, or sale of property securing payment of the 2004 Series D Bonds; and (k) rating changes. The
Bond Bank and the 2004 D Borrowers also will provide to each NRMSIR or to the MSRB, and to the SID, if any, timely notice of their failure to provide required annual financial information
on or before the date specified below. The Bond Bank reserves the right to make filings through the facilities of DisclosureUSA (web address: http:l/www.disclosureusa.org) rather than
with each NRMSIR and SID, if one is created. T ~ p oef A~~mtnFli ~~mc ihallj or-~ilario~Ulr lderlake~l~o be Provided. The annual financial information that the Bond Bank undertakes to
provide will consist of (a) annual financial statements for the Bond Bank and each of the five municipalities having the largest principal amounts of outstanding Bonds held by the Bond
Bank under the General Bond Resolution as of the last day of the fiscal year of the Bond Bank (currently June 30) for which the information is being provided, prepared in accordance
with generally accepted accounting principles applicable to governmental entities, as such principles may be changed from time to time; which statements will not be audited, except that
if and when audited financial statements are otherwise prepared and available to the Bond Bank they will be provided; (b) a statement of authorized, issued and outstanding bonded debt;
(c) Reserve Fund balance and estimated Reserve Requirement; and (d) Governmental Unit statistics in substantially the same form as Appendix C attached hereto. This information will be
provided to each NRMSIR and the SID, if any, not later than 180 days after the end of each fiscal year of the Bond Bank (currently, the 12-month period ending June 30), as such fiscal
year may be changed as required by State law, commencing with the Bond Bank's fiscal year ending June 30, 2005. The 2004 D Borl-owers will provide or cause to be provided the following
annual financial information and operating data for the prior fiscal year commencing with the fiscal year ended June 30, 2004 for the City of Adak and Kodiak Island Borough: (a) annual
financial statements prepared in accordance with generally accepted accounting principles applicable applicable to government entities as such principles may be changed from time to
time; (b) financial information generally of the type included in Appendices D and E to this Official Statement; (c) a statement of authorized, issued and outstanding general obligation
debt of each 2004 D Borrower; (d) the assessed value of the property within each 2004 D Borrower subject to ad valorem taxation; and (e) ad valorem tax levy rates and amounts and percentage
of taxes collected. Such annual financial information and operating data will be provided by each 2004 D Borrower to the NRMSIRs and the SID, if any, not later than 180 days after the
end of each 2004 D Borrower's fiscal year. If not provided as part of the annual financial information, the 2004 D Borrowers will provide their audited annual financial statements prepared
in accordance with generally accepted accounting principles, when and if available, to each then existing NRMSIR and the SID. In their provision of annual financial information, the
Bond Bank and 2004 D Borrowers may crossreference to any "final official statement" (as defined in the Rule) available from the MSRB or any other documents provided to each then existing
NRIMSIR, or the SID. Arrlo~dme~o~f rU rifIer?nki~~Tgh.e Undertaking is subject to amendment after the primary offering of the 2004 Series D Bonds without the consent of any Beneficial
Owner of any 2001 Series D Bond, or any broker, dealer, municipal securities dealer, participating underwriter, rating agency, NRMSIR, the SID or the MSRB, if (a) the amendment is made
in connection with a change in circumstances that arises from a change in legal requirements, a change in law, or a change in the identity, nature or status of the Bond Bank; (b) the
Undertaking, as amended, would have complied with the requirements of the Rule at the time of the primary
offering of the 2004 Series D Bonds, after taking into account any amendments or interpretations of the Rule by the SEC and any changes in circumstances; (c) the Bond Bank obtains an
opinion of nationally recognized bond counsel to the effect that the amendment will not adversely affect the Bond Bank's compliance with the Undertaking and Rule; and (d) the Bond Bank
notifies and provides each then existing NRMSIR and the SID with copies of the opinions and amendments. Such amendment may be adopted without the consent of any Beneficial Owner of any
of the 2004 Series D Bonds, notwithstanding any other provision of the Undertakings or the Bond Resolution. The first Annual Report containing amended operating data or financial information
pursuant to an amendment of the Undertakings will explain, in narrative form, the reasons for the amendment and its effect on the type of operating data and financial information being
provided. Ter-t~rirxztiotrT. he obligations of the Bond Bank under its Undertaking will terminate upon the legal defeasance, prior redemption or payment in full of all of the 2004 Series
D Bonds. The obligation of 2004 Series D Borrowers under their Undertakings will terminate upon the legal defeasance, prior redemption or payment in full of its loan obligations to the
Bond Bank. Renred)] !or Failrtre to Cotr~ply with Utldermkbrg. No failure by the Bond Bank and/or the 2004 D Borrowers to comply with any provisions of their respective Undertakings
will constitute a default in respect of the 2004 Series D Bonds and the sole remedy under the respective Undertakings in the event of any failure of the Bond Bank and/or the 2004 Series
D Borrowers to comply with their respective Undertaking will be the right to obtain specific performance of the Undertaking. Prior Compliance with Continuing Disclosure Undertakings
under the Rule The Bond Bank and Kodiak Island Borough are in compliance with all of their prior undertakings pursuant to the Rule. The City of Adak has, at this time, not been required
to provide an undertaking pursuant to the Rule. DEFINITIONS The following terms are used in this Official Statement with the following meanings: "Act" -The Alaska Municipal Bond Bank
Act, codified as Chapter 85. Title 44, of the Alaska Statutes, as amended. "Bond Bank" -The Alaska Municipal Bond Bank, a public corporation and instrumentality of the State of Alaska
within the Department of Revenue but with legal existence independent of and separate from the State. "Bonds" -Bonds issued by the Bond Bank under the General Bond Resolution. These
include "Loan Obligations" and "Reserve Fund Obligations" as defined below. "Code" -Internal Revenue Code of 1986 and the regulations thereunder, as anlended "Debt Service Fund" -A fund
established by the General Bond Resolution to be maintained and held by the Trustee. The General Bond Resolution defines and provides that the "Interest Account," "Principal Account"
and "Redemption Account" are maintained within the Debt Service Fund. "General Bond Resolution" -The Bond Bank's General Bond Resolution adopted May 27, 1976, as amended, and its Series
Resolutions 2004-07 adopted July 19, 2004, Resolution 2004-09 adopted on September
22, 2004 and Resolution 2004-10 adopted on November 3, 2004 by the Board of Directors of the Bond Bank authorizing the issuance of the 2004 Series D Bonds. (The Bond Bank may adopt additional
general obligation resolutions for the same or different purposes.) "Governmental Unit" -A home rule or general law city or borough including but not limited to a unified municipality
organized under Title 29 of the Alaska Statutes or a service area (a limited power tax area of a borough). "Loan Agreement" -An agreement entered into between the Bond Bank and a Governmental
Unit setting forth tlie terms and conditions of a loan under tlie terms of the General Bond Resolution. "Loan Obligations" -Bonds issued by the Bond Bank under the General Bond Resolution
for the purchase of Municipal Bonds of a Governmental Unit. "Municipal Bonds" -Bonds, notes or other evidences of general obligation debt issued by any Governmental Unit, as defined
in tlie Act, which have been acquired by the Bond Bank as evidence of a loan to the Governmental Unit pursuant to the Act and the General Bond Resolution. "Municipal Bonds Payment" -The
amounts paid or required to be paid, from time to time, for principal and interest by a Governmental Unit to the Bond Bank on the Governmental Unit's Municipal Bonds. "Notes" -Any obligations
referred to herein issued by the Bond Bank other than Bonds. "Operating Fund" -A fund established by the General Bond Resolution to account for the ordinary operations of the Bond Bank.
This fund is not held by the Trustee and money therein is not pledged as security for Bonds. "Ordinary Account" -An account within the Reserve Fund in which the proceeds of the Reserve
Fund Obligations are deposited to provide a portion of the Required Debt Service Reserve. "Outstanding" -When used with reference to Bonds, sliall mean, as of any date, Bonds theretofore
or then being delivered under the provisions of tlie General Bond Resolution, except: (i) any Bonds cancelled by the Trustee or any Paying Agent at or prior to such date, ((ii) any Bonds
for the payment or redemption of which monies equal to the principal amount or Redemption Price thereof, as tlie case may be, with interest to the date of maturity or redemption date,
shall be held by tlie Trustee or tlie Paying Agents in trust (whether at or prior to the maturity or redemption date), provided that if such Bonds are to be redeemed, notice of such
redemption sliall have been given as provided in tlie General Bond Resolution or provision satisfactory to the Trustee shall have been made for the giving of such notice, (iii) any Bonds
in lieu of or in substitution for which other Bonds shall have been delivered pursuant to the General Bond Resolution, and (iv) Bonds deemed to have been paid as provided in the General
Bond Resolution. "Required Debt Service Reserve" -Presently, the amount required to be on deposit in the Reserve Fund is the greater of (i) maxiniurn annual debt service on all outstanding
Loan Obligations, or (ii) the "Initial Requirement" defined as 15 percent of the principal amount of all Loan Obligations outstanding less one-tent11 of one percent for each $1 million
or fraction thereof of all Loan Obligations issued in excess of $100 million to an amount equal to ten percent of all Loan Obligations outstanding upon the issuance of $150 million in
Loan Obligations. Over $150 million in Loan Obligations have been issued. On August 23, 1999, tlie Bond Bank adopted its Supplemental Resolution No. 99-8 (the "Supplemental Resolution")
amending the definition of "Required Debt Service Reserve" contained in the General Bond
Resolution as follows: "as of any date of calculation, the Required Debt Service Reserve will be the least of tlie following: (i) 10% of the original stated principal amount of all Bonds
Outstanding; (ii) niaximunl annual principal and interest requirements on all Bonds then Outstanding; (iii) 125% of average annual principal and interest requirements on all Bonds then
Outstanding; or (iv) such lesser amount as shall be required to maintain the exemption of interest of all Bonds Outstanding from inclusion in gross income for federal income tax purposes
under the Code." The Supplemental Resolution will take effect on the first day following the date on which the Bond Bank receives consent to the amendment from the Holders of all Bonds
Outstanding under the General Bond Resolution. The Underwriters rvill be required to give irrevocable consent to this amendment to the General Bond Resolution; such consent will not
lapse with time or upon transfer of the 2004 Series D Bonds. The Bond Bank has not received, or attempted lo secure, the consent required under tlie Supplemental Resolution for its general
obligation bonds issued prior to August 23, 1999. The Bond Bank has received consent from the Holders of all of its general obligation bonds issued since August 23, 1999 and intends
to obtain the same consent with all future issues of its general obligation bonds. "Reserve Fund" -The reserve account established by the General Bond Resolution within the Statutory
Reserve Fund and held by the Trustee pursuant to the provisions of the General Bond Resolution. The Reserve Fund consists of the Special Account and the Ordinary Account. "Reserve Fund
Obligations" -Bonds issued by the Bond Bank, under the provisions of the General Bond Resolution, to obtain funds to deposit in the Ordinary Account within the Reserve Fund, designated
by maturity and amount in each Series Resolution. "Series Resolution" -A resolution of the Bond Bank authorizing the issuance of a series of Bonds in accordance with the ternis of the
General Bond Resolution. "Special Account" -An account within the Reserve Fund into which, pursuant to the General Bond Resolution, the Bond Bank pays, in the amount required by a Series
Resolution, money made available by the State for Statutory Reserve Fund purposes. "Statutory Reserve Fund" -The Alaska Municipal Bond Bank Reserve Fund created by the Act. The Reserve
Fund, established by tlie General Bond Resolution is maintained within, but separate from, the Statutory Reserve Fund. MISCELLANEOUS The summaries or descriptions of provisions in the
General Bond Resolution and all references to other
materials not purporting to be quoted in full are only brief outlines of certain provisions thereof and do not constitute complete statements of such documents or provisions, and reference
is hereby made to the complete documents and materials, copies of which will be furnished by the Bond Bank on request. Any statements made in this Official Statement indicated to involve
matters of opinion or estimales are represented as as opinions or estimates in good faith. No assurance can be given, however, that the facts will materialize as so opined or estimated.
OFFICIAL STATEMENT The Bond Bank has authorized the execution and distribution of this Official Statement ALASKA MUNICIPAL BOND BANK IS/Deven J. Mitchell Executive Direclor
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APPENDIX A Form of Legal Opinion
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W O H L F O R T H , V A S S A R , J O H N S O N & B R E C H T X PROFESSIONAL CORPOWIIION JULIUS J. BRECHT CHERYLRAWLS BROOKING CYNTHIAL.CARTLEOGE SHELLEYO.EBENAL ROBERTM. JOHNSON BRADLEY
E. MEYEN KENNETH E. VASSAR ERIC E. WOHLFORTH TELEPHONE 907.276.6401 FACSIMILE 907.276.5093 WEBSITE www.wvjb.com December -, 2004 Board of Directors Alaska Municipal Bond Bank P.O. Box
110405 Juneau, Alaska 9981 1 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the Alaska Municipal Bond Bank (the "Bank") of $13,925,000 General
Obligation Bonds, 2004 Series D (the "Bonds"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion, including the opinions
of bond counsel to the Governmental Units (as defined in the Resolutions referred to below) concerning the validity and enforceability of the Municipal Bonds and the Loan Agreements
securing the Loans financed with the proceeds of the Bonds. The Bonds are issued under the Alaska Municipal Bond Bank Act, Chapter 85 of Title 44 of the Alaska Statutes, as amended (the
"Act"), and the General Bond Resolution of the Bank entitled "A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank Authority; Providing For The
Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said Bonds, And Providing For The Rights Of The Holders Thereof," adopted May 27,
1976, as amended (the "General Bond Resolution") and the Series Resolution No. 2004-10 of the Bank entitled "A Series Resolution Authorizing the lssuance of General Obligation Bonds,
2004 Series D, of the Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters," adopted on November 3,2004 (the "Series Resolution"). The General
Bond Resolution and the Series Resolution are referred to herein collectively as the "Resolutions."
Alaska Municipal Bond Bank December --. 2004 Page 2 The Bonds are in registered form, are dated the date of delivery, mature on November 1 in each of the years in the respective principal
amounts, and bear interest at the rates, as follows: Principal Amount 2005 $430,000 2006 1,615,000 2007 475,000 2008 495,000 2009 505,000 2010 525,000 201 1 540,000 2012 555,000 2013
580,000 2014 600.000 lnterest Rate 3.00% 3.00 3.00 3.00 3.00 3.50 3.50 3.50 4.00 4.00 Principal Amount $625,000 650,000 675,000 705,000 740,000 765,000 800,000 840,000 880,000 925,000
lnterest Rate 4.00% 4.00 4.00 4.50 4.50 4.50 4.50 5.00 5.00 5.00 The Bonds bear interest from the date of delivery, payable on November 1, 2005, and semi-annually thereafter on May 1
and November 1 in each year. The Bonds are subject to redemption prior to maturity as provided in the form of Bond. In connection with the issuance of the Bonds, we have reviewed the
Resolution and the certificate as to arbitrage of the Bank dated the date hereof (the "Tax Certificate"), a Certificate of No-Litigation of the Attorney General (counsel to the Bank),
certificates of the Bank, the Trustee and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions
expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions
may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events
are taken or do occur. We disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies)
by any parties other than the Bank and the due and legal execution and delivery thereof by any parties other than the Bank. We have not undertaken to verify independently, and have assumed,
the accuracy of the factual matters represented, warranted or certified in the documents referred to in the preceding paragraph. Furthermore, we have assumed compliance with the covenants
and agreements contained in the Resolutions and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that future
actions, omissions or events will not cause interest on the Bonds to be included in
Alaska Municipal Bond Bank December --. 2004 Page 3 gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds and the
Tax Certificate may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights generally
and to the application of equitable principles. We express no opinion as to the Official Statement or other offering material relating to the Bonds. Applicable federal tax law establishes
certain requirements that must be met subsequent to the issuance of the Bonds in order for interest on the Bonds not to be included in gross income for federal income tax purposes under
Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The Bank has covenanted that it will comply with such requirements and that it will do all things necessary
to ensure that interest on the Bonds will be, and remain, not included in gross income for federal income tax purposes, under Section 103 of the Code. As to questions of fact material
to our opinion, we have relied upon various statements and representations of the Bank contained in the Resolutions and in the certified proceedings and other certifications of public
officials furnished to us without undertaking to verify the same by independent investigation. Subject to the foregoing, we are of the opinion that, under existing law: 1. The Bank is
duly created and validly exists as a public corporation and instrumentality of the State of Alaska (the "State"), with the corporate power to adopt the Resolutions which have been duly
adopted by the Bank, and are valid and binding upon the Bank and enforceable in accordance with their terms. 2. The Resolutions create a valid pledge of a lien on the funds established
by the Resolutions for the security of the Bonds on a parity with other bonds issued or to be issued under the General Bond Resolution to the extent and on the terms provided therein.
3. The Bonds have been duly authorized and issued in accordance with law, including the Act as amended to the date hereof, and in accordance with the Resolutions, and constitute valid,
binding general obligations of the Bank as provided in the Resolutions, payable and enforceable in accordance with their terms and the terms of the Resolutions. The Bonds are not a debt
or liability, nor do they constitute a pledge of the faith and credit, of the State. 4. Under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excluded
from the gross income of the owners thereof for federal income tax purposes. However, intereston the Bonds is taken into account in determining adjusted current earnings for purposes
of computing the federal corporate alternative minimum tax
Alaska Municipal Bond Bank December --. 2004 Page 4 under Section 55 of the Code. The opinion set forth in the first sentence of this paragraph is subject to the condition that the Bank
comply with certain arbitrage and rebate requirements set forth in Section 148 of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon
be, or continue to be, excluded from gross income for federal income tax purposes. The Bank has covenanted to comply with each such requirement. Failure to comply with certain of such
requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. 5. Under existing
laws, interest on the Bonds is free from taxation by the State except for transfer, estate and inheritance taxes, and except to the extent that inclusion of said interest in computing
the corporate alternative minimk tax under Section 55 of the Code, as described above, may affect the corresponding provisions of the State corporate income tax. Sincerely yours, WOHLFORTH,
VASSAR, JOHNSON & BRECHT, P.C. Cynthia L. Cartledge
APPENDIX B State Payments to Governmental Units
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Appendix B State Payments to Governlnental Units The State of Alaska (the "State") disburses to Alaskan cities and boroughs (the "Governmental Units") funds that generally are available
for uses other than paying municipal bond debt service. In the event of default by a Governmental Unit with respect to a Loan Agreement, the Bond Bank can cause such funds, held in custody
by the State prior to disbursement, to be paid over to the Bond Bank. However, the State may at any time reduce or terminate the disbursements or programs under which they are made.
Four departments of the State disburse money to Governmental Units, as follows: (I) Department of Education and Earlv Develooment. The Department of Education and Early Development (the
"Department of Education") disburses State aid for educational purposes primarily through two programs. The first program provides a system under which the State, subject to annual appropriation
by the State Legislature, will reimburse municipalities that operate school districts for certain costs of school construction. State reimbursement applies both to cash expenditures
of over $25,000 and to debt service on locally issued general obligation school bonds. Timing of reinibursements are determined by municipalities' debt service payments, and are made
throughout the year. This reimbursement program provides generally, subject to certain statutory conditions, that the State will reimburse municipalities for between 60 percent and 100
percent of debt service incurred for such bonds, depending on when such bonds were issued. The State has in the past, and may in the future, appropriate less than the full amount to
which the municipalities are entitled. When amounts are insufficient the available funds have been allocated pro rata among the eligible school districts. Under the second program, the
State aids local school districts in the payment of opcmting expenses under the State "K-12 Support" funding which provides education-I-elated aid for programs such as the Public School
Foundation, boarding home grants, youth and detention funding, handicapped facilities, pupil transportation, and nutl-ition programs. The program provides for monthly distributions to
the school districts. (2) Department of Revenue. The Department of Revenue disburses local shares of various taxes collected by the State within the jurisdiction of the Governnlental
Unit including corporate income, amusement, aviation fuel, electric, teleplione, liquor and fisheries taxes. Payments are distributed semiannually in January and July. (3) Department
of Community and Economic Development. Since 1980, State aid to Gover11niental Units includes direct grants and contribution for roads, health facilities and hospitals through the Department
of Community and Economic Development Municipal Assistance Revenue Sharing Program. In fiscal year 2004, all funding for the Municipal Assistance Revenue Sharing Program and Safe Conlmunities
Program was eliminated. In fiscal year 2004 there is a one time disbursement of a Federal Temporary Fiscal Relief Grant. No such I-eduction occurred in fiscal years 2001. 2002 or 2003.
The Department of Community and Economic Development also administers a payment in lieu of taxes program under which the federal governmenl pays a fee for use of land. The
payments received from the federal government are passed through the State to certain Governmental Units. Distributions occur annually in the month of July. (4) Department of Community
& Economic Development. The State disburses money to Governmental Units through the Department of Community & Economic Development's Capital Matching Grants program to provide assistance
to Governmental Units in financing capital projects. Distributions are made throughout the year as approved projects are constructed. Sources: Slcrre of Alosku. De p a r t r ~ ~oef ~A~dr~
~~ir~isrr.uDriivoi,s~io, r~o f Finurlce; Slate o/AlasX.n, Ofjcr of Mu ~ ~ a g e r ~a~11edn Bt u dget; U I I S~r are ofAlnska, Depar./n~erlo/f Revertrre, Tax Divisior~
Alaska Municipal Bond Bank Authority Capability to Intercept Funds
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APPENDIX C Government Unit Statistics Regarding Participation in the Bond Bank
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APPENDIX C GOVERNMENTAL UNIT STATISTICS REGARDING PARTICIPATION IN THE BOND BANK OUTSTANDING PRINCIPAL OF GENERAL OBLIGATION LOANS TO GOVERNMENTAL UNIT BORROWERS OF THE ALASKA MUNICIPAL
BOND BANK (AS OF DECEMBER 1,200 Borrower Northwest Arctic Borough Kenai Peninsula Borough Aleutians East Borough Kodiak Island Borough City of Sitka City of Wasilla City of Fairbanks
City of Petersburg Ketchikan Gateway Borough City of Ketchikan City of Seward City of Valdez City of Nome City of Unalaska Lake and Peninsula Bor. City of Palmer City of Cordova City
of Homer City of Adak City of Craig City of Haines City of Soldotna City of Wrangell City of Kaktovik City of Yakutat [NCLUDES 2004 Outstanding Par S 67,175,000 37,299,000 27,495,000
25,395,000 25,170,000 17,195,000 12,160,000 9,162,000 8,440,000 8,095,000 7,735,000 4,923,500 4,897,000 4,395,000 4,074,000 2,845,000 2,680,000 1,730,000 1,500,000 1,105,000 1,055,000
955,000 884,000 490,000 390,000 235,000 277,479,500 ERIES D BONDS) Percentage of Par 24.21% 13.44% 9.91 9.91 % 9.15% 9.07% 6.20% 4.38% 3.30% 3.04% 2.92% 2.79% 1.77% 1.76% 1.58% 1.47%
1.03% 0.97% 0.62% 0.54% 0.40% 0.38% 0.34% 0.32% 0.18% 0.14% 0.08% 100.00%
DEBT SERVICE OF OUTSTANDING GENERAL OBLIGATION LOANS TO GOVERNMENTAL UNIT BORROWERS OF THE ALASKA MUNICIPAL BOND BANK FISCAL YEARS 2005-2014* (AS OF DECEMBER 1, 2004, INCLUDES 2004 SERIES
D BONDS) Kebbikan Galcway Borougl. Cily of Sorard Llkcnnd Pcninn11;l nor. Al eul i ~nEi arl Borough City 01 IYrlllgcll city of Fairbank City of 1'cr.lcrrburg City of So1dol.a city of
ii'rsills City 0!1l",l,"~ C q O! Un~Iaskd Kodirk lrlrn'i noroogh C q of Cordova city of Kenri city of Pallner Cily and Borovgl? of Ilaincs City of lloonrh Cily of Valdcz *The table does
not include debt service associated with reserve obligation bonds
APPENDIX D City of Adak, Alaska
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APPENDIX D Authorization of the General Obligation Bonds, 2004 The $1,500,000 City of Adak, Alaska ("the City" or "Adak") General Obligation Bonds, 2004 ("the Bonds") are issued pursuant
to the loan agreement between the City of Adak and the Alaska Municipal Bond Bank, a portion of the bonds will be used to redeem the 2004 Bond Anticipation Note. Adak Ordinance 03-2003-1
1 authorized the Bonds. The Bond Anticipation Note was authorized pursuant to Adak Resolution No. 2004-16. Purpose of the Bonds The issuance of the Bonds provides funds to redeem the
2004 Bond Anticipation Note in the principal amount of $905,000. The proceeds of the Bond Anticipation Note were used to pay a portion of the costs to acquire, plan, design, construct,
improve and equip the small boat harbor facilities. The remainder of the Bond proceeds will be used for the same purpose. Security The City has pledged its full faith and credit for
the payment of principal and of interest on the Bonds. The Bonds, as general obligation bonds of the City, will be secured by the City's pledge to levy taxes, without limitation as to
rate or amount, on all taxable property within its boundaries subject to taxation, in amounts sufficient, together with other funds available including harbor revenues and sales tax
proceeds, to make all debt service payments on the Bonds. Debt Payment Record The City has always promptly met principal and interest payments on its debt obligations when due. Future
Financing The City has no plans to issue additional general obligation bonds within the next 12 months. Other than the authorization related to the Bonds, the City has no authorized
but unissued general obligation bonds. Litigation There is no controversy or litigation pending affecting the issuance and delivery of the Bonds, the validity of the Bonds, the corporate
existence of the City, title of the officers of the City, or authorizations and proceedings related to the issuance of the Bonds. There is however, litigation pending, unrelated to the
Bonds, regarding the Issuer's public utilities: Davison v. City of Adak, A04-01 14 Civil (RRB). Davison is requesting money damages in the amount of five million dollars, an award of
his attorney fees and such other relief that the court deems just and equitable. City Government The City was incorporated in April of 2001 as a second class city. The City has a manager
form of government. Seven council members are elected to three-year terms on a staggered rotation. A council member is selected as mayor by the entire council. The City Council appoints
the City Manager who is
responsible to the Mayor and Council for the proper handling of all City affairs. Other officials of the City are appointed by the Council and consist of City Clerk. Police Chief and
Fire Chief. The City provides a range of services for its citizens, including police protection, fire response, and emergency medical transport services; a public library; water, wastewater,
and refuse collection; road maintenance and street lights; public trail and park access; organized recreation activities for community members and the public swimming pool facility;
harbor and marine services, including moorage and storage; industrial lands for lease and a; a general practice medical clinic. Tax Revenue Structure Sales tax is assessed at 3% of the
gross sales generated within City limits. There is a $0.02 per gallon fuel transfer tax. Currently there are no property taxes. General and Economic Information Adak is located on Kuluk
Bay on Adak Island. It lies 1,300 miles southwest of Anchorage and 350 miles west of Unalaska/Dutch Harbor, in the Aleutian Island Chain. Flight time to Anchorage is three hours. Adak
is the southem-most com~llunity in Alaska, on the latitude of Vancouver Island in Canada. It lies at approximately 51.8725" North Latitude and -176,62861" West Longitude. (Sec. 10, T096S,
R195W, Seward Meridian.) Adak is located in the Aleutian Islands Recording District. The area encompasses 122.4 sq. miles of land and 4.9 sq. miles of water. Adak lies in the maritime
climate zone, characterized by persistently overcast skies, high winds, and fi-equent cyclonic storms. Winter squalls produce wind gusts in excess of 100 knots. During the summer, extensive
fog forms over the Bering Sea and North Pacific. Average temperatures range from 20 to 60, but wind chill factors can be severe. Total precipitation is 64 inches annually, with an average
accumulated snowfall of 100 inches, primarily in the mountains. History: The Aleutian Islands were historically occupied by the Unangas. The once heavily-populated island was eventually
abandoned in the early 1800s as the Aleutian Island hunters followed the Russian fur trade eastward, and famine set in on the Andreanof Island group. However, they continued to actively
hunt and fish around the island over the years, until World War I1 broke out. Adak Army installatio~is allowed US. forces to mount a successful offensive against the Japanese-held islands
of Kiska and Attu. After the War, Adak was developed as a Naval Air Station, playing an important role during the Cold War as a submarine surveillance center. Large earthquakes rocked
the Island in 1957, 1964 and 1977. At its peak, the station housed 6,000 naval personnel and their families. In 1994, severe cut-backs occurred, and family housing and schools were closed.
The station officially closed on March 31, 1997, and currently houses civilians. The Aleut Corporation acquired Adak's facilities under a land transfer agreement, pending with the Department
of the Interior and the US. NavyIDepartment of Defense. Properties are currently under lease. About 30 families with children relocated to Adak in September 1998, most of them Aleut
Corp. shareholders, and a school was reopened. Aleut Corp. is currently developing Adak as a commercial center.
Culture: Since World War 11, the US. Navy developed outstanding facilities and recreation opportunities at Adak. A movie theater, roller skating rink, swimming pools, ski lodge, bowling
alleys, skeet range, auto hobby shop, photo lab, racquetball and tennis courts were developed. A new $18-million hospital was built in 1990. As of March 2003, all of these facilities
are closed except. The Aleut Corporation will be the facility's new owner, and the City operates existing facilities. Economy: A land exchange between Aleut Corp., the U.S. Navy, and
the Department of the Interior has transferred most of the naval facilities to the Aleut Corp. A portion of the Island remains within the National Maritime National Wildlife Refuge,
managed by U.S. Fish & Wildlife. Adak currently provides a fueling port and crew transfer facility for fishing fleets --an airport, docks, housing facilities, restaurant, grocery and
ship supply store are available. Contractors are performing an environmental clean-up. Aleutian Spray-Adak Seafood Co. processes Pacific cod, pollock, mackerel, halibut, albacore and
brown king crab. Four residents hold commercial fishing permits, primarily for groundfish. Facilities: Water is derived from Lake Bonnie Rose, Lake De Marie and Nurses Creek, stored
in any 7 water tanks throughout the community, and piped to facilities and housing units. The wastewater treatment system discharges through a marine outfall line to Kuluk Bay. There
is a permitted landfill -Roberts Landfill is a Class 2 with balefill. Transportation: Adak Airport has a control tower and two asphalt paved runways, one measures 7,790' long by 200'
wide, the other runway measures 7,605' by 200'wide. Both are an elevation of 19'. Alaska Airlines operates passenger and cargo jet service. There are three deep water docks and fueling
facilities. These bond proceeds along with federal funding will be used to expand the Sweeper Cove small boat harbor, including new breakwaters, a 315-ft. dock and new moorage floats.
There are approximately 16 miles of paved roads, and other gravel and dirt roads.
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APPENDIX E Kodiak Island Borough, Alaska
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APPENDIX E KODIAK ISLAND BOROUGH, ALASKA Autliorization and Purpose of the General Obligation Scllool Bond, 2004 Series B The Kodiak Island Borough (the "Borough") General Obligation
School Bond, 2004 Series B (the "Bond") is issued under the provisions of the constitution and statutes of the State of Alaska, and pursuant to Ordinance No. 2004-03. Ordinance No. FY2005-04,
and Ordinance No. FY2005-05. The qualified voters of the Borough ratified Ordinance No. 2004-03 at the April 20. 2004 special Borough election. and ratified Ordinance No. FY2005-01 and
Ordinance No. FY2005-05 at the October 5,2004 regular Borough election. Ordinance No. 2004-03 authorized the issuance of up to $2,765,000 of general obligation bonds. $650,000 of which
remain unissued, to finance the acquisition and construction of school capital improvements in the Borough, including the Kodiak High School Pool Space Reclamation, and Ordinance No.
FY200j-04 and Ordinance No. FY2005-05 authorized the issuance of up to $10,400,000 of general obligation bonds, $10,400,000 of which remain unissued, to finance the acquisition and construction
of school capital improvements in the Borough, including a New School Pool and the Kodiak High Voc Ed/Classroom Reclamation.. The Bond will be issued pursuant to Ordinance No. FY2005-08,
which was enacted by the Borough Assembly on November 4,2004. Security The Borough has irrevocably covenanted that it will, without limitation as to rnte or amount, levy taxes annually
on all taxable property within its boundaries in an amount sufficient to pay the principal of and interest on the Bond as the same shall come due. The full faith and credit of the Borough
have been irrevocably pledged for the payment of ~~ -the principal and interest on the Bond. The rights and remediesbf Bond owners me subject to applicable bankruptcy or insolvency laws
or other similar laws generally affecting creditors' rights. Dcbt Payment Record The Borough has always promptly met principal and interest payments on its debt obligation when due.
Future Financing The Bond is the only authorized but unissued debt of the Borough. General and Economic Data The Borough is located at the western border of the Gulf of Alaska, approximately
250 miles southwest of Anchorage. Kodiak Island, encompassing an area of 3,670 square miles, is the largest island of an archipelago area of nearly 7,130 square miles (about the size
of the State of Connecticut). The Borough also includes 2,500 square miles of land and sea along the coast of the Alaska Peninsula and the Shelikof Strait. The City of Kodiak is at the
nonheast tip of the island. 50 minutes by air from Anchorage and three and one-half hours from Seattle. The city is the econon~ic, transportation and governmental center of the island
group. The Alaska State Ferry system connects Kodiak with communities northeast of the Borough on the Kenai Peninsula and Prince William Sound, and with comnunities west of the Borough
on the Aleutian Islands, such as Dutch Harbor and Unalaska. Estinrated population figures for the Borough are shown below: Population Borough Source: U.S. Census Figures; Alaska Depnnment
of Community and Economic Developmen! The City of Kodiak and Dutch Harbor (located approxinmely 630 miles west of Kodiak in the Aleutian Islands) are the two centers of the Alaskan fishing
industry. The port of Kodiak provides facilities for an extensive fislling
fleet that harvests a variety of species. Processors in Kodiak have made substantial investments in facilities for producing value added, final products for domestic and foreign consumption.
The location of the nation's largest Coast Guard base in Kodiak, as well as research facilities of the federal and State government, are imporrant elements of the infrastructure that
support the fishing industry in Kodiak, and add to tlie stability of the Borougli economy. The timber industry is also making a contribution to the Borougli economy. Seafood industry
Kodiak is the center of fishing activities for the Gulf of Alaska. Its fishery is among the most diverse in the state. Residents panicipate in at least 27 different fisheries not including
the numerous groundfisli fislleries, which are luniped togetlier in a single category by the Commercial Fisheries Entry Commission. In addition to being quite diverse, Kodiak's fishing
industry is also one of its oldest, dating back to the early 1800s when the Russians built the first salmon cannery in Karluk. Kodiak is consistently one of tlie top three fishing pons
in the United States. The 2003 ex-vessel value of all fish coming into Kodiak was $82.9 million, up from $62.1 niillion in 2002, and volun~e in 2003 was 274.4 niillion pounds, up from
252.5 million pounds the year before. Commercial Seafood Harvest Value & Volume Port of Kodiak 400,000,000 -350,000,000 -300,000,000 -250,000,000 -200,000,000 --&-Total Lbs *Total $
150,000,000 -100,000,000 -50,000,000 -Source: Ak Dept of Fish and Game Salmon has traditionally been the mainstay of Kodiak's fisheries. Because of the cyclic nature of the salmon
fisheries --especially pink salmon --tlie volume and value of Kodiak's salnion catch varies greatly. Increased competition in world markets has also driven prices to new lows. In 1997,
tile exvessel value of Kodiak's salmon harvest was $18.8 million compared to $25 million in 1996 and $53 million in 1995. Tlie ex-vessel value of salnion in 2003 was $17.9 million, up
from S;13.3 million harvested in 2002. During recenl years, the groundfish fishery (primarily pollock and cod) has become increasingly imponant to Kodiak's economy. From 1986 through
2003, the wliolesale value of this fishery increased from $23.5 million to more than $34 million.
Fish Landed at the Port of Kodiak 2003 &!&s m, Ex-Vessel Value Dungeness Crab 472,573 704.1 34 Bristol Bay Red King Crab 879,269 4.7 12,882 Other Crab 540,173 1,299.91 5 Sea Cucumbers
153,903 210,847 Misc. (shrimp, sea urchins) I 18,493 5 1.764 Octopus 64,875 27,896 Halibut * 7,891,904 22,407,370 Pacific Cod 52,935,977 16,410,153 Sablefish 2,405,403 8,034,016 Pollock
73,136,066 6,582,246 Flatfish 14,264,333 747,899 Flathead Sole 2,798,544 251,869 Pacific Ocean Perch 1 1,507,301 575,365 Rockfish, 10.982.826 700,627 Rock Sole 8,123,946 1,137,352 Black
Rockfish 83.854 3 1,865 Salmon 83,646,938 17,890.468 Herring 4,361,882 1,086,270 TOTAL 274,368,260 82,910.95 1 Table Key a reprcscnts lbs. of product landed at the pon of Kodiak including
harvests outside of thc Kodiak managcmcnt ;ma (from Fish Ticker data) f lncludcs lhc following specics: butler sole, ycllowlin salc, smrry flounder, Alaska plaicc nsd Greenland turbot
g Includes thc following rocklish specics: nonhem, thomyhead, yelloweye, rougheye. shonmker, and dusky rockfish * Halibut pound.age from NMFS: includcs all landings in Kodiak rcgardlcss
of whcre !he fish were harveslcd Source: Alaska Depanmcnt of Fish and Game In addition to the fish harvesting and processing sectors, there are also several government and educational
institutions that operate fisheries-related research facilities in Kodik. The N:~tional Marine Fisheries Service Utilization and Research Division, along with the University of Alaska's
Fisheries Industrial Technology Center, provide lab services, quality and handling studies, product development assistance and other research effons. The University of Alaska Marine
Advisory Program also has a field office in Kodiak. The Kodiak Fisheries Research Center, owned and operated by the Kodiak Island Borough, is a world-class research institute, open to
both state and federal researchers. Port Facilities The Port of Kodiak is the largest protected commercial fishing harbor in tlle United States. Combined facilities provide moorage for
650 vessels up to 150 feet in length and include three commercial piers that can handle larger vessels such as the state ferry, cmise ships and cargo vessels. St. Paul Harbor, constructed
in 1957, and St. Herman Harbor, completed in 1982, serve as the home of tlle Kodiak fishing fleet. St. Paul has 250 boat slips and St. Herman has 325 slips. St. Hern~anH arbor was expanded
in 1993 to meet the needs of Kodiak's growing fleet. A 1,865-foot long breakwater at the harbor's main entrance was conslructed to prevent damage to vessels during storms. A secondary
entrance channel was widened and deepened. In addition, 178 new boat slips were added, the majority for commercial fishing vessels longer than 90 feet The State of Alaska recently awarded
the City of Kodiak $7.5 million to do deferred maintenance in the St. Faul harbor. The City is in the process of repairing and upgrading the harbor as well as developins additional inner
harbor facilities, including additional large vessel moorage and dock space.
US. Coast Guard Base Tile U.S. Coast Guard operates its largest base on Kodiak Island. The 21,000-acre facility suppons nine Coast Guard Commands with responsibility for the Gulf of
Alaska, Aleutian Island and Bering Sea regions. Missions include search and rescue, fisheries law enforcement, marine environmental protection, fishing vessel safety and navigational
aids. Since 911 1 the Coast Guard has also been very involved with homeland security. The base is an important component of the Kodiak economy. The Coast Guard has approximately 1,100
active duty personnel at the Kodiak base, with close to 1,600 dependents, and enlploys 130 full-time civilians. The annual payroll of tlle base exceeds $35 million. In addition to employment,
the Coast Guard spends approxinlately $40 million annually in facility nlaintenance and capital improvements. The Coast Guard is a division of the Depanment of Transportation, not the
Department of Defense. The base plays a crucial role in Alaska's thriving fishing industry, and the Coast Guard expects future activity and personnel levels to remain slable. No major
program cutbacks are currently planned. University Marine Research The University of Alaska operates the Fishery Industrial Technology center in Kodiak. The $7.5 million facility on
Near Island brings together more seafood specialists than any other university food science research center in the United States. The faculty and researcll staff conduct extensive marine
research, develop and test new seafood technology. and teach classes. The "fish tech center" is supported by the University, the fishing industry and government grants. Resources are
currently focused on improving fish lrarvesting methods and seafood processing. The center also develops and tests new seafood products. Successful technology advances are transferred
to the fishing industry and state and federal agencies. Kodiak Fisheries Research Center In October 1998 tlle Borough opened the Kodiak Fisheries Research Center adjacent to University
of Alaska's Fishery Industrial Technology Center on Near Island. The Center serves as a multi-agency research facility conmitted to the preservation, enhancement and management of the
North Pacific marine ecosystem md resources. The Center contains an interpretive area that provides an educational and interactive overview of Kodiak Island wildlife, marine life and
researcli programs through graphic display panels, interactive computer programs and videos, a topographic map of the island, a touch tank with live tide pool creatures and a 10 foot
diameter aquarium featuring local marine fauna. The $21 million. 45,397 square foot facility provides laboratory, dorniitory and office space for the National Marine Fisheries Service
(a division of NOAA), the Alaska Depanment of Fish and Game, and the University of Alaska. Approximately 30 researchers and support staff work in the facility.
Tiniber Industry The timber industry began developing in the Borougll in the early 1990s. Afognak Island, north of Kodiak Island and within the Borough boundaries, has an area of approxiniately
700 square miles. The island contains substantial stands of virgin old growth Sitka Spruce. Under tlie term of the Alaska Native claims Settlement Act of 1971. thirteen native corporations
were given land on Afognak Island. Today, two logging ventures. the Afognak Native Corporation and Koncor Corporation, cut Sitka Spruce on land owned by these native corporations and
several other private owners. The gross value of timber production on Kodiak is shown below: Timber Industry Gross Production Year ($000.000) 2003 S 6.2 2002 5.0 2001 6.1 2000 9.9 1999
10.3 1998 19.4 1997 42.3 1996 38.5 1995 44.1 Source: Kodiak Chamber or Comnierce Kodiak Launch Coniplex In January 1998, the Alaska Aerospace Development Corporation ("AADC"), n public
corporation of the State of Alaska, began building a commercial spaceport at Narrow Cape on Kodiak Island, about 25 miles soutliwest of the City of Kodiak. Tlie Kodiak Launch Coniplex
is the first coniplete rocket launch facility built in the United States since the 1960s and the first not owned by the federal government. Completed in late 2000, the state-of-the-art
facility includes a launch control center, payload processing facility, spacecraft assembly building and launch pad. Designed to handle tlie small to medium size rockets that are used
to launch low earth orbit satellites, as well as military, scientific and research missions, the coniplex will provide a $28 million investment in tlie Borough for a unique, aerospace
facility. The KLC celebrated its first mission November 15, 1998. Orbital Sciences Corporation launched a sub-orbital vehicle for the US Air Force called "ait-I." The second successful
launch from KLC lifted off September 15. 1999. Tlie US Air Force atmospheric interceptor technology (ail-2) rocket launched into sub-orbital flight along the West Coast of North America.
The US Air Force had developed a program to launch rockets on sub-orbital flights in support of Department of Defense operations. The Quick Reaction Launch Vehicle (QRLV) program made
its initial launch from KLC in March 2001. The Kodiak STAR, the first planned orbital launch from the KLC lifted off on September 29, 2001. The Strategic Targets Product Office (STOP)
launched the Ballistic Missile Defense Organization, Strategic Target System (STARS) from the KLC on November 9, 2001. According to the Institute of Social and Economic Research (ISER),
University of Alaska Anchorage, the economic impact of the September 2001 launch on tlie Kodiak Island Borough and the slate of Alaska was an estimated $1.2 million in sales and $2.6
million in payroll. It created the equivalent of 85 year-round jobs. That effect was felt about equally on Kodiak Island and in Anchorage. ISER estinlated that people visiting Kodiak
to work on the launch spent an additional $92,000 for recreational and personal expenses.
General Obligation Debt Statenlent The following table sets forth the direct and overlapping general obligation debt applicable to the Borough as of June 30,2003. COMPUTATION OF DIRECT
AND OVERLAPPING DEBT JUNE 30.2003 Percentage Kodiak Island Net debt applicable to this Borough outstanding governniental share of (a) unit (b) debt (c) Kodiak Island Borough: General
obligation bonds $ 15,602,121 $ 15,602,121 $ 15,602,121 City of Kodiak: Revenue bonds Total $ 17,277,121 $ 17,277,121 (a) Gross debt outstanding less applicable amounts in the Debt Service
Funds. (b) Determined by ratio of assessed valuation of property subject to taxation in overlapping unit to valuation of property subject to taxation in reporting unit. (c) Under Alaska
Statutes Title 29, there is no limitation on municipal debt. Sources: Borough general lcdgcr and City of Kodink records RATIO OF ANNUAL DEBT SERVICE EXPENDITURES FOR GENERAL OBLIGATION
DEBT TO TOTAL GENERAL FUND EXPENDITURES AND TRANSFERS LAST TEN FISCAL YEARS Total Ratio of General Fund debt service Fiscal Interest Total debt expenditures to General Fund year Principal
(a) and fees service md transfers expenditures 1994 $ 1,775.833 $ 690,170 $ 2,466,003 $ 7,162,545 34.4 1995 2,270.833 1,760,185 4,031,018 8.150.732 49.5 1996 2,480.833 1,386,681 3,867,514
9,278.184 41.7 1997 1,565,833 1,239,996 2.805.829 9,391,162 29.9 1998 1,660,833 1,141,366 2,802,199 11,393,083 24.6 1999 1,915,833 853.652 2,769,485 10,957,892 25.3 2000 1,905,833 858.164
2,763,997 9,793,574 28.2 200 1 2,015,834 746,994 2,762,828 10,735,365 25.7 2002 1,095,833 853,543 1,949,376 10,726,858 18.2 2003 1,140.833 803,224 1,944,057 13,071,957 14.9 (a) Reflects
annual debt service requirements for renil bonds. Source: Borough gencral lcdgcr and deb1 documents
Tar Collection Record PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Percent of Percent or Percent or current Delinquent total lax Outstanding dclinquenl Fiscal Total Currcnt
tax Ihy tax Total tax collections delinquent taxes to year tax levy collections collecled collecliorls collcctions to lax levy taxs lax levy TENLARGESTPROPERTYTAXPAYERS YEAR ENDED JUNE
30,2003 Western Alaska Fisheries Alaska Communication Systems International Seafoods of Alaska Ocean Beauty Seafoods Alaska Pacific Seafoods Brechan Enterprises, Inc. CSX Lines LLC Wal-Man
Real Estate Bus. Trust Mill Bay Plaza Associates, Inc. Kodink Fishmeal Company Percentage of tola1 assessed value I .7% 1.7Yo 1.4% 1.9% I .4% 1.2% 1.2% 1 .O% 0.9% 1 .O% Totals 2002 Assessed
valuation Net taxes levied Percentage of total taxes levied 1.6% 1.5% 1.4% 1.3% 1.2% 1.2% 1.2% 1.1% I .0% 0.9%
Inconie and Eniployment The Borough has a growing economy. As shown below, the Borough's per capita income is less that the state average, but falls among those of the more populated
areas such as Matanuska-Susitna Borough (located just nonb of Anchorage) and Fairbanks Nonh Star Borough: Per Capita Inconle Levels July 2001 Kodiak Island Borough State of Alaska Fairbanks
Nonh Star Borough Matanuska-Susitna Borough Sourcc: Alaska Depannlenl of Labor. Rcscorch and Analysis Scclion The Alaska Department of Labor pro\des two measures of employment data.
The first is a breakdown by industry, but excludes self-employed proprietors and unpaid family business members. As such, this series understates employment in the Borough's fishing
industry. When measuring the total labor force and unemployment, the Department ~uakes adjustments for these factors. Deparunent of Labor statistics also exclude employment of military
personnel, which includes approximately 1,100 employees at the Kodiak Coast Guard base. Based on the the nutnber of co~nrnercial fishing permits held by Kodiak residents and accepted
crew ratios, annual commercial fishing employment is estimated to be 3,200. Eniploynimt in the Borough 1998-2002 Total Industries Government 1,121 1.120 1,145 1,229 -Federal 170 182
208 205 -State 242 226 225 240 -Local 709 712 713 781 Natural Resources 6; Mining 69 80 86 60 Construction 154 127 137 167 Manufacturing 1.968 1,871 1,774 2,102 -Food 1,875 1,753 1.678
2,025 Trans., Comni. 6; Utilities 297 279 266 288 Trade 840 998 928 934 -Wholesale 69 50 51 54 -Retail 77 1 948 877 880 Finance, Ins. 6: Real Estate 162 162 179 169 Services 1.125 1,161
1,185 1,142 Sourcc: Alaska Dcpanmcnt of Labor, Research and Analysis
Total Borough Employnient and Uneniploynient Rate, 1999-2003 A~inual Average Employment Unemployment Rate Employment in the Borough is highly seasonal due lo the nature of the fishing
induslry. Employrnen~ usually peaks during the third quarter, when fish harvesting is busiest, and declines in the fourth quarter when yearly fishing quotas are reached. Unemployment
rates throughout the year might range from a low of 5.9% (Sept 2003) up to 17.4% (Dec 2003). Coniniercial and Residential Construction Commercial and residential consl~ctionh as proceeded
at a moderate pace in the Borough as sho\vn below: Cotnmelrial Residential Fiscal Year 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Source: Borough Records No. of Units 59 41 36
39 51 54 33 30 47 44 No. of Units 159 I60 112 149 141 156 198 190 166 179 Total Value 10,400,673 11,727,506 7,812,377 24,780,236 15,007,192 1 1,806,333 12,881,477 11,934,322 14,623,009
37,658,454
[THISP AGE INTENTIONALLY LEFT BLANK]
APPENDIX F Financial Statements of the Alaska Municipal Bond Bank for the Year Ending June 30, 2003
[THISP AGE INTENTIONALLY LEFT BLANK]
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Mamganent's Discussion and Analysis and Financial Statements June 30,2003 Together With Independent Auditors'
Report
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Table of Contents Management's Discussion and Analysis Financial Statements Auditors' Report Statements
of Net Assets and Governmental Funds Balance Sheet Statements of Activities and Governmental Funds Statements of Revenues, Expenses and Changes in Net Assets Notes to Financial Statements
Supplemental Schedule of Statutory Reserve Accounts
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30.2003 This Management's Discussion and Analysis (MD&A) is required by GASB 34, a recent rule established
by the Governmental Accounting Standards Board. This section is intended to make the financial statements more understandable to the average reader who is not familiar with traditional
accounting terminology. This linancial report has two integral parts: this MD&A and the financial statements with the accompanying notes that follow. Together, they present the Alaska
Municipal Bond Bank Authority's ("Bond Bank) financial performance during the fiscal year ended June 30. 2003. Summarized prior fiscal year information is shown within this MD&A, as
needed for comparative purposes. Required financial statements GASB 34 requires two financial statements: the statement of net assets and governmental fund balance sheet and the statement
of activities and governmental fund revenues, expenditures and changes in fund balances. These statements report financial information about the Bond Bank's activities using generally
accepted accounting principles. Financial Highlights: During fiscal year 2003 the Bond Bank approved seven municipalities' applications and purchased $62 million in municipal bonds.
The subsequent issuance of Bond Bank bonds of $62 million resulted in approximate savings of $3,634,000 to the borrowing communities. This activity level and community benefit level
is comparable to FY2002 when the Bond Bank issued $39 million to fund 7 community's projects and provided savings of $4,415,600 to the borrowing communities. The financial position of
the Bond Bank remains strong. All reserves are fully funded and invested to provide earnings for the Bond Bank's operations and transfers to the State general fund. Statement of Net
Assets The statement of net assets report assets, liabilities and net assets of the Bond Bank. Assets Assets represent 1) the value of the Bond Bank's investments and investment income
receivable on the financial statement dates, recorded at fair market value, and (2) bond principal and interest payments receivable from municipalities. The investments generate income
for the Bond Bank to use to meet reserve requirements and pay operating costs. Excess investment earnings are distributed to the State of Alaska's (State) general fund each year. Interest
received on bonds purchased from municipalities is used to pay the Bond Bank's corresponding interest payments on the bonds that it has issued. Liabilities Liabilities represent claims
against the fund for 1) goods and services provided before the financial statement date but not yet paid for at that date, and 2) interest and bond payments due to purchasers of the
Bond Bank's bonds after the financial statement date.
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30. 2003 Restricted and Unrestricted Net Assets Net assets are comprised of two components. The restricted
portion reflects monies maintained in separate trust accounts where their use is limited by applicable bond covenants for repayment of bonds. The unrestricted portion reflects the accumulated
excess of the Authority's *are of earnings on investments held over those earnings distributed to the State as well as investment income that has not been realized and therefore is not
yet subject to distribution to the State's general fund. The following table shows the value of Bond Bank assets summarized as of June 30, 2003 and 2002 as well as liabilities and net
assets. Change from 2002 to 2003 AS of June 30. increase (Decrease) 2003 2002 Dollars Percent Assets: Cash and Investments $ 50,023,317 S 48.077.848 $ 1,945,469 4.0% Bonds and bond nteresl
rece vao e 266,814.240 221.421.264 45,392.976 20.5F. Total assets 316337.557 269.499.1 269.499.1 12 47.338.445 17.696 Liabilities: Accounts payable and accrued liabilities Bonds and
bond interest payable Due to primary government Total liabilities Net assets: Restricted Unrestricted Total fund balances The increase in cash and investments reflects additional reserves
collected this year in conjunction with bond offerings plus an increase in market values. The increase in bonds and bond interest receivable, as well as in bonds and bond interest payable,
reflects the issuance of approximately $62 million in new bonds during the year net of payments of just over $16 million. Due to primary government represents the excess of realized
investment income over current year operating expenses and reserve requirements. Part of the decrease is due to the prior year amount including a one-time settlement of $287,172 which
was received by the Bond Bank from Bank of America. The remainder of the decrease reflects lower investment earnings on fixed income marketable securities.
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30,2003 Restricted net assets represents the original appropriations made by the State of $18,601,414 to
fund the Bond Bank, as well as Bond Bank funds placed into separate accounts in accordance with the reserve requirements of each bond indenture. There have been no new State appropriations
since 1986. The Bond Bank fully funds itself out of investment earnings. Unrestricted net assets represent accumulated earnings on Bond Bank investments, not used to fund reserves, and
unrealized gains that are segregated until realized. The small decrease in unrestricted net assets is due primarily to lower income on investments over the year and the use of prior
year unrestricted net assets to fund reserve accounts. The Bond Bank's investments are all held in fixed income securities. Statements of Activities The statement of activities shows
the activity that occurred during each of the last fiscal year Revenues Revenues normally include earnings on investments and interest payments received from municipalities. Earnings
on investments include interest on fixed income marketable securities and the change in fair market value of those investments. During 2002 there is one additional source of revenue.
The Bond Bank received a settlement payment of $287,172 from the Bank of America as part of an agreement between Bank of America, the State and several bond issuers throughout the state.
Expenses Expenses include interest payments made to bond holders who purchased the Bond Bank's bonds, payments made to the State of Alaska and operating expenses. Operating expenses
include all expenditures required to issue bonds during the current year and include in-house expenses, as well as external consultant fees. Expenses are subtracted from revenues. Change
from 2002 to 2003 For the Year Ended Increase (Decrease) June 30,2003 June 30.2002 Dollars Percent Revenues Interest income on bonds receivable Investment earnings Settlement income
Total income Expenses Interest expense on bonds payable Operating expenses Payments to primary government Total expenses Change in net assets Net assets, beginning of period Net assets,
end of period
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30, 2003 Interest income and expense on bonds receivable and payable are a function of the total amount
of bonds outstanding, the age of the bonds and the rates at which they are issued. Although the Bond Bank has issued more bonds over the p s t several years, rates have been historically
low. The small decrease in both these line items is expected given these lower rates over the last several years. Investment earnings are a function of market conditions. Because the
Bond Bank only holds fixed income securities it is subject to less volatility experienced by the equity markets therefore there is little change in investment earning from 2002 to 2003.
Governmental Funds The governmental funds include the General Fund, which accounts for the primary operations of the Bond Bank, and the Debt Service Fund, which accounts for the resources
accumulated and payments made on the longterm debt of the Bond Bank. The primary difference between the governmental funds and the statement of net assets is the elimination of inter-fund
payables and receivables and bond proceeds are reported as an other financing source in the governmental funds and this contributes to the change in fund balance. In the statement of
net assets, however. issuing debt increases long-term liabilities and does not affect the statement of activities. Similarly, repayment of debt principal is recorded as an expenditure
in the governmental funds, but reduces the liability in the statement of net assets. The following tables show the changes in governmental funds. General Fund Assets Cash and Investments
Accrued interest receivable lnterfund receivable Total assets Liabilities Accounts payable and accrued liabilities lnterfund payables Due to primary government Total liabilities Fund
balance: Reserved Unreserved Total fund balance Total liabilities and fund balance As of June 30. 2003 2002 Change from 2002 to 2003 Increase (Decrease) Dollars Percent $ (3.575.91 1)
-16.9% (84.513) -27.7% 45.498 14.9% (3.614.926) -16.6%
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30. 2003 Debt Service Fund Assets Cash and Investments and related receivables Bonds and bond interest
receivable lnterfund receivable Total assets Liabilities Accounts payable and accrued liabilities lnterfund payables Total liabilities Fund balance: Reserved Total liabilities and fund
balance Revenues Interest income Settlement income Total income As of June 30. 2003 2002 Expenditures Operating expenses Payments to primary government Total expenses Excess of revenues
over expenditures Other financing sources-Transfers Fund balance, beginning of period Fund balance, end of period Change from 2002 to 2003 Increase (Decrease) Dollars Percent General
Fund Change from 2002 to 2003 For the Year Ended Increase (Decrease) June 30.2003 June 30,2002 Dollars Percent
ALASKA MUNICIPAL BOND BANK AUTHORITY Management's Discussion and Analysis June 30,2003 Debt Service Fund Change from 2002 to 2003 For the Year Ended Increase (Decrease) June 30,2003
June 30,2002 Dollars Percent Revenues Interest income on bonds receivable $ 10.277.699 $ 10,476,684 $ (198.985) -1.9% investment earnings Total income Expenditures Interest payments
10,420,746 10.716.929 (296.183) -2.8% Principal payments 17.245.000 15.265.000 1,980,000 13.0% Total expenses 27,665,746 25.981.929 1,683,817 6.5% Other financing sources Bond proceeds
63,155,000 39,015,000 24,140,000 61.9% Transfers 2,775,129 235.702 2,539,427 1077.4% Excess of revenues over expenditures 50.122.127 25,757,612 24,364,515 94.6% Fund balance, beginning
of period 248,381,980 222.624.368 25.757312 11.6% Fund balance, end of period $298,504,107 $248.381.980 $ 50.122.127 20.2% Debt At year end the Bond Bank had $257,827,878 of bonds and
notes outstanding up 17% from $220,605,878 at June 30, 2002. The debt is secured by the assets of the Bond Bank. The outstanding balance is comprised of the following: General obligation
bonds payable $175,062.000 Revenue bonds payable 71,730.000 Coastal Energy notes payable 11,035,878
9309 Glacier I~lighwayS, uite B-200 . Juneau, Alaska 99801 907.789.3178 FAX 907,789,7128 www.eniibcpa.coni INDEPENDENT AUDITORS' REPORT The Board of Dircctors Alaska Municipal Bond Bank
Authority: Wc have auditcd thc accompanying basic financial statcmcnts of tlic Alaska Municipal Bond Bank Authority (thc Authority), a component unit of thc Statc of Alaslta, as of and
for the year ended Junc 30, 2003, as listcd in thc table of contcnts. Thesc financial statcmcnts arc thc responsibility of the managcmcnt of tlic Authority. Our rcsponsibility is to
exprcss an opinion on tliesc financial statcmcnts bascd on our audit. We conducted our audit in accordancc witli auditing standards generally accepted in tlic Unitcd Statcs of Amcrica.
Thosc standads require that we plan and pcrforni the audit to obtain reasonable assurancc about whctlicr thc financial statcnicnts arc frcc of matcrial misstatcmcnt. An audit includcs
examining on a tcst basis, cvidcnce supporting the amounts and disclosures in tlic financi;il statcmcnts. An audit also includes assessing the accounting principles used and significant
cstirnatcs niadc by managcmcnt, as wcll as evaluating the ovcrall financial statement prcscntation. Wc bclicvc that our audit providcs a I-casonablc basis for our opinion. In our opinion,
thc financial statcmcnts refcrrcd to above prescnt fairly, in all matcrial respects, the financial position of tlie Alaska Municipal Bond Bank Authority as of Juoc 30,2003, and the results
of its operations and its cash flows for tlic ycar then cndcd in conformity witli accounting principlcs gener:illy acccptcd in thc Unitcd Statcs of Amcrica. Thc Managcmcnt's Discussion
and Analysis on pagcs I through 6, is not a required palt of the basic financial
statemcnts but is supplcmcnta~y infonnation rcquircd by thc Governmental Accounting Standards Board. We have applicd certain limited procedures, which consisted principally of inquiries
of management regarding the methods of measurctncnt and prcsentation of thc supplcnicnta~y infomiation. I-lowevcr, wc did not audit tlie infomiation and exprcss no opinion on it. Thc
Supplcrncntal Sclicdule of Statutory Rcscrvc Accounts -Assets, Liabilities and Account Rcscrvcs is prcscntcd for purposcs of additional analysis and al-c not a rcquircd part of thc basic
financial statcments. Tlic schedulc has bccn subjected to tlie auditing proccdurcs applied in the audit of tlic basic financial statcments and, in our opinion, is fairly statcd in all
~natcrialr cspccts in rclation to tlic basic financial statcnicnts taken as whole. Scptcmbcr 30,2003
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ALASKA MUNICIPAL ROND BANKAUTI4OIlITY (a Component Unii ofthe Stale ol,\lxla) Liabilitier Aceouras paydde Due to tnunicipnlilier Accnlcd inlerci! pny;lble Arbiingc iacicnt rcbnie payable
InlerlLnd payabler Uuc to p h ; q govcmnieni Long-tcnn lirbililies (oolcr 4 and 5): Ponion duc or payable witl>in one yeor: Gcncnl ob1ig;aioe bonds paynblc Revenue bonds payable I'onian
due or pnyablc vneraiic y m : Gunem1 obligation bonds payable llcrmue boodr pnyablc Olllcr long-tcm, deb, Tola1 liabiliticr Gcncnl Fund Debt Scwicc !:and S 188,491 S 1,912,031 16,975,084
28,736,542 1.169 Total S 4,100,522 45,721,626 1.169 8.468.669 3 17,693 258,027,878 350.291 S 317,187,848
ALASKA MUNICIPAL BOND B,\NK I\UTIIOIWY (a Colnponenl Unit of lllc S l m ofAl;al;l) Other financing roarcdurti: Procecdi of bands payablc Deb8 Scwicc Adjurlmencr Slatemenl of Genenl Fund
Fund Total (Note 61 Actiuilies Tlic acconipunying nolcr to tlic finmcinl staementr an: an inlegid pan of lllesc rlalelllenls 10
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of tlie State of Alaska) Notes to Financial Statements June 30,2003 (1) HistoryIReporting Entity The Alaska Municipal Bond Bank
Autliority (Autliority or Bond Bank) was created pursuant to Alaska Statute, Chapter 85, Title 44, as amended, (Act) as a public corporation and instrumentality of the State of Alaska
(State), but with a legal existence independent of and separate from the State. The authority is a discretely presented component unit of the State of Alaska for purposes of financial
reporting. The Autliority was created for the pulpose of making available to municipalities within the State moneys to finance capital projects or for other authorized purposes by means
of issuance of bonds by the Authority and use of proceeds from sucli bonds to purchase from the municipalities their general obligation and revenue bonds. The Authority commenced operations
in August 1975. The bonds are obligations of the Authority, payable only from revenues or funds funds of the Autliority, and the State of Alaska is not obligated to pay principal or
interest thereon, and neither the faith and credit nor tlie taxing power of the State is pledged to the bonds. The inunicipal bonds and nunicipal bond payments, investments thereof and
proceeds of sucli investments, if any, and all funds and accounts established by the bond resolution to be held by the Trustee (with tlie exception of the Coastal Energy Loan Debt Service
Program, which is administered by the Autliority) are ledged and assigned for tlie payment of bonds. The Autbority may not issue revenue bonds in excess of $50 million in any fiscal
year unless the State of Alaska Legislature approves a greater amount. AS 44.85.180(c) was enacted in 1975, limiting Bond Bank bonds outstanding at any time to $150 million. This Statue
has been periodically amended to raise the limit. In 2003, the limit was raised to $500 million. Total Bond Bank bonds and notes outstanding as of June 30, 2003 are approximately $266.5
million. Tlius, the limit on additional bond issuance at this time is approximately $233.5 niillion. (2) Summary of Significant Accounting Policies The Authority adopted the provisions
of Governmental Accounting Standards Board (GASB) Statement No. 34, Basic financial Statements-and Mar,age~~re~~Dt'isc rrssion and Atdysis-jor State and Local Gover~mentsa nd GASB Statement
No. 37, Basic Fina~lciolS tatements-aud Manage~~~'est Diti scrrssio~a~n d Amlysis,/or State and Local Goverments: O~nuiblrs. These standards and GASB Statement No. 38, Certaiu Fi ~m~
c iSatla tement Disclosures were applied effective July 1, 2000. GASB Statement No. 34 establishes standards for external financial reporting and requires that resources be classified
for accounting and reporting purposes as follows: (a) Go v e r ~ t ~ ~ ~ e ~ ~antd-~Fumi (dl e F irzartcial Staten~erlts The statement of net assets and the statement of changes in net
assets report inforn~ationo n all of the activities of the Authority. For the most part, the effect of interfund activity has been removed from these statements. The balance sheet and
statement of revenues, expenditures and changes in fund balances are provided for governmental funds.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Coniponent Unit of the State of Alaska) Notes to Financial Statements June 30,2003 The government-wide financial statements are reported using
the eco~ior~rriecs ources r~ieastrre~~ie~itfbacntd~ .s the acotral basis of accounting. Revenues are recorded when earned and expenses are recorded wlien a liability is incurred, regardless
of the timing of related cash flows. Governmental fund financial statements are reported using the current jina~icial resources n~easurerneri! focus and the modified accrlral Basis of
accourititig. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or
soon enough thereaAer to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 180 days of tlie end
of the current fiscal period. Expenditures generally are recorded wlien a liability is incurred, as as under accrual accounting. However, debt service expenditures are recorded only
when payment is due. The Authority reports the following major governmental funds: The general firrid is the Autl~ority's primary operating fund. It accounts for all financial resources
of the Authority, except those required to be accounted for in another fund. The debt service jirrrd accounts for the resources accumulated and payments made for principal and interest
on long-tenn debt of the Authority. The purposes of each of these funds are described in the following paragraphs: General Fund The General Fund is comprised of a custodian account and
an operating account. The custodian account is establisl~edt o account for appropriations by the State of Alaska Legislature available to fund the special reserve account. The Operating
Account is established to account for the ordinary operations of the Authority. Moneys are derived from the following sources: (a) amounts appropriated by the Legislature, (b) fees and
charges collected, (c) income on investments of the Statutory Reserve Account in excess of required debt service reserves required by bond resolutions and (d) any other moneys ~nade
available for purposes of the General Fund from any other source. Amounts in the Operating Account may be used to pay (a) administrative expenses of the Authority, (b) fees and expenses
of the Trustee and paying agents, (c) financing costs incurred with respect to issuance of bonds and (d) any expenses in carrying out any other purpose then authorized by the Act. The
excess revenues of the Operating Account are returned to tlie State of Alaska. Debt Service Fund Within tlie Debt Service Fund, separate Debt Service Programs have been establislied
for each bond resolution to account for the portion of bond sale proceeds used to purchase obligations of tlie niunicipalities and for the payment of interest and principal on all bonds
of the Authority issued under the nine resolutions.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 Each program is comprised of an "interest account" and a "principal
account", both of whicli are maintained by a trustee. Tlie receipts of interest and principal from the municipalities and tlie Statutory Reserve Account are deposited in these programs
and are used to pay interest and principal on the Authority bonds. One additional Debt Service Program has been established to account for transactions not involving bond resolutions.
This is the Coastal Energy Loan Debt Service Program. The Coastal Energy Loan Debt Service Program is not maintained by a trustee. Payments of interest and principal by municipalities
having coastal energy loans are made directly to tlie federal government by the municipalities and are accounted for in the Coastal Energy Loan Debt Service Program. Each debt service
fund programs contains a Statutory Reserve Account established to account for (a) money available to fund debt service reserves required by future bond sales under various bond resolutions
(Custodian Account) and by (b) debt service reserves which have already been established under various bond resolutions which arc to be used in the case of deticiency in a Debt Service
Program in accordance with its respective bond resolution (reserve accounts). Separate reserve accounts exist under each bond resolution as follows: 1976 Ge17eral Bond Resohilion -Tlie
amount on deposit in the reserve account is to be the greater of the maximum annual debt service requirement or 10% of all municipal loan obligations outstanding. The reserve account
is comprised of an ordinary reserve sub-account and a special reserve sub-account. The ordinary reserve sub-account is created as a result of the Autl~ority increasing each bond issue
by the amount necessary to fund one-third of the required debt service reserve or with a transfer from the Custodian Account unreserved investment earnings account. Tlie special reserve
sub-account is created and funded from the Custodian Account at an amount equal to two-thirds of the required debt service reserve. Both sub-accounts are maintained by a trustee. On
Aubast 23, 1999, tlie Authority amended the debt service reserve requirement for the 1976 bond resolution that takes effect when all bonds outstanding as of the date of the resolution
are retired. Under this new requirement, the reserve must be the least of: (i) 10% of the original stated principal amount of all bonds outstanding; (ii) the maximum annual principal
and interest requirements on all bonds then outstanding; (iii) 125% of the average principal and interest requirements on a11 bonds then outstanding; or (iv) such lesser amount as shall
be required to maintain the exemption of interest of all bonds outstanding from inclusion in gross income for federal income tax purposes under the Internal Revenue Code. 1990 Revenue
Bond Resol~rliot-~ Under this resolution a special reserve account was created at an amount equal to the maximum annual debt srvice of municipal obligations outstanding from moneys made
available by legislative appropriation residing in the Custodian Account. 1993 Revemre Baud Resolutiot7 -Under this resolution a special reserve account was created at an amount equal
to the maximum annual debt service of municipal obligations outstanding fioni moneys made available by legislative appropriation residing in the Custodian Account.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 1995 Revenire Bond Resolzrtio17 -Under this resolution a special
reserve account was created at an amount equal to the maximum annual debt service of ~nunicipal obligations outstanding from moneys made available by legislative appropriation residing
in the Custodian Account. 1997 Reve~itre Bond Resollition -Under this resolution an ordinary reserve account was created at an amount equal to the lesser of 10% of the proceeds of the
I997 Series A bonds or the maximum annual debt service on all Series 1997 A bonds outstanding under the resolution. 1998 Revemre Bond Resoltition -Under this resolution a special reserve
account was created at an amount equal to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing in the
Custodian Account. 1999 Reventie Bond Resolritioti -Under this resolution a special reserve account was created at an amount equal to the ~naximu~ann nual debt service of municipal obligations
outstanding from moneys made available by legislative appropriation residing in the Custodian Account. 2000 Reve~izre Bond Resolutiori -Under this resolution a special reserve account
was created at an amount equal to the maximum annual debt service of municipal obligations outstanding from moneys made available by legislative appropriation residing in the Custodian
Account. 2001 Revemre Bond Resoliitiorl -Under this resolution a special reserve account was created at an amount equal to the maximum annual debt service of municipal obligations outstanding
from moneys made available by legislative appropriation residing in the Custodian Account. 2002 A Reve17ue Bond Resoltrtiori -Under this resolution a special reserve account was created
at an amount equal to the maximum annual debt service of ~nunicipal obligations outstanding from moneys made available by legislative appropriation residing in the Custodian Account.
2003 A Reventie Baud Resolzrtion -Under this resolution a special reserve account was created at an amount equal to the maxi~n~uann nual debt service of municipal obligations outstanding
from moneys made available by legislative appropriation residing in the Custodian Account. 2003 B Revenue Boud Resohitio~t -Under this resolution a special reserve account was created
at an amount equal to the maxi~n~uann nual debt service of ~nunicipalo bligations outstanding from moneys made available by legislative appropriation residing in the Custodian Account.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 Amounts in the Statutory Reserve Account in excess of (a) required
debt service reserves, (b) appropriations by the legislature residing in the Custodian Account, and (c) income on non-legislatureappropriated funds are transferred to the Operating Account.
Income on non-legislatore-appropriated funds, representing excess of revenues over expenditures of the ordimly reserve accounts and interest earned on the unreserved investment earnings
account is accumulated in the Custodian Account and is available to fund the Special Reserve account. (c) Re~trictedA ssets Certain resources set aside for the repayment of the Authority's
bonds, net of certain proceeds from additional bonds issued, are classified as restricted net assets on the statement of net assets because they are maintained in separate trust accounts
and their use is limited by applicable bond covenants. Included in cash and cash equivalents and investments is $26,179,702 of restricted assets. These assets were funded from the issuance
of $7,978,000 of reserve bonds and a transfer of $18,201,702 of State appropriation. (d) Long-Term Obligntio~rs In the government-wide financial statements, long-term debt and other
long-term obligations are reported as liabilities in the statement of net assets. (e) F~irrrEl quity In the fund financial statements, governmental funds report reservations of fund
balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. In the government-wide financial statements,
restrictions of net assets are reported when externally imposed. Itrterest Arbitrage Rebate Bonds issued after August 15, 1986 are subject to Internal Revenue Service income tax regulations
which require rebates to the U.S. Government of interest income earned on investments purchased with the proceeds from the bonds or any applicable reserves in excess of the allowable
yield of the issue. (g) I~zcorrre Tuxes The Authority is exempt from paying federal and state income taxes.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of tlie State of Alaska) Notes to Financial Statements June 30,2003 (3) Cash and Investments The Authority considers all highly
liquid investments purchased witli an original maturity of three months or less at tlie date of purchase to be cash equivalents. Cash and cash equivalents at June 30 consist of demand
deposits witli various financial institutions. The bank balance of all of the Authority's deposits with financial institutions are insured by the FDIC or collateralized by securities
held in the Authority's name by its custodial agent. At June 30, 2003 tlie amounts recorded in the Authorities books equaled its bank balances. Investments consist of marketable debt
securities, and are carried at fair market value. The following is a detail of investments at June 30, 2003: Agencies $ 28,240,200 U.S. Government securities 9,877,236 Corporate Obligations
7.604.190 Total Investments $ 45.721.626 The Governmental Accounting Standards Board (GASB) Statement No. 3 requires a disclosure regarding custodial credit risk to indicate tlie chance
of loss in the event a financial institution or third-party holding the Autliority's deposits or securities fails. Deposits and those investments represented ty specific, identifiable
securities are classified into three categories of credit risk: Category I -Insured or registered, or securities held by tlie Authority or its custodian in the Authority's name; Category
2 -Uninsured or unregistered, with securities held by the counterparty's trust department (if a bank) or agent in the Authority's name; and Category 3 -Uninsured and unregistered, with
securities lield by the counterparty, or by its trust department (if a bank) or agent, but not in tlie Autllority's name. Category 1 is the highest level of safekeeping security as defined
by GASB. At June 30, 2003, the Authority's investments consist of US. Government Securities, Agencies, and cash equivalents and are considered to be Category 1 as defined by GASB Statement
No. 3.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 (4) Bond and Notes Receivable Bonds and notes receivable by
debt service program at June 30, 2003 mature in varying annual installments as follows: Included in the general fund is $200,000 of 7.9% bonds received due from the City of I-Iaines
that mature through 2009. Under the Coastal Energy Loan Program (Program), the Authority issued $5,000,000 1986 Series A Coastal Energy Bonds (Bonds) payable to the National Oceanic
and Ahnospheric Administration (NOAA). The proceeds of these bonds were used to purchase port revenue bonds from the City of Nome. The City of Nome entered into a tripartite agreement
with NOAA and the Authority effective August 2, 1994 to defer payment of the principal and accrual of interest for ten years. The related loan payable does not represent a general obligation
of the Authority as it is payable only from proceeds received from the City of Nome. Also under the Program, the Authority issued $6,563,000 1987 Series A Coastal Energy Bonds payable
to NOAA. The proceeds of these bonds were used to purchase port revenue bonds from the City of St. Paul. The City of St. Paul entered into a tripartite agreement with NOAA and the Authority
effective December 14, 2000 to modify and amend t l~ere payment terms including principal and interest. The related loan payables do not represent a general obligation of the Authority
as they are payable only from proceeds received from the City of Nome and St. Paul, respectively. Payment of principal and interest on the Bond Bank's Coastal Energy Bond is not secured
by a pledge of any amounts held by or payable to the Bond Bank under the General Bond Resolution, including the Reserve Account, and is not in any way a debt or liability of the Bond
Bank.
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 (5) Long -Term Liabilities Debt Service Account Statutory Reserve
Account Ordinary Reserve Sub-Account Issue 1976 General Bond Resolution Proeram: 1992 Series B: Citv of Cordova Citv of Pctersbura 1993 Series A-First Issue: Municioalitv of Anchoraae
Citv of Bristol Bav Citv of Kenai Citv of Palmer Citv of Petersbura Citv of Seward Citv of Sitka City of Unalaska Citv of Wraneell 1993 Series A-Second Issue: Citv of Petersbura Citv
of Soldotna Seafirst Bank 1993 Series A -Third Issue: Citv ofKetcliikan Citv of Nenana Citv of Seward Citv of Wraneell 1993 Series B -Citv of Kenai I993 Series C -Aleutians East Borouab
I994 Series A: Fairbanks North Star Boroueh Citv of Kenai Interest rate Prlnc'P'l Interest rate Prlnclpal outstanding outstand~ng (continued)
ALASKA MUNICIPAL BOND BANK AUTHORITY Issue (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 3995 Series A: Citv of Haines Kenai Peninsula Borouzh
1995 Series B -Citv of Craic 1995 Series C -Lake and Peninsula Borouch 1995 Series D -Citv of Palmer I996 Series A: Citv of Hoonah Citv of Soldotna 1996 Series B -Citv of Seward 1997
Series A: Lake 6: Peninsula Boroueh Citv ofYakutat 1997 Series B -Citv of Ketchikan I998 Series A: Citv of Wasilla Aleutians East Boroueh I998 Series B: Citv of Homer Citv of Cordova
1999 Series A: Citv ofSitka Aleutians East Boroueh 2000 Series A: Citv of Fairbanks Citv of Cordova 2000 Series B: City ofKaktovik Citv of Sitka Citv ofunalaska 2000 Series C -Northwest
Arctic Boroueh 2000 Series D -Petersbure 2000 Series E: Kenai Kodiak lsland Borouah Lake and Pcn-Port -Nome-School 2000 Se rm F -Kod~akls land Boroueh 2001 Ser~eAs -Northwest Ar c t~cB
orough Debt Service Account Principal Interest rate outstanding Statutory Reserve Account Ordinary Reserve Sub-Account Principal Interest rate outstanding 4.5%-7% 740.000 420.000 (continued)
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 Debt Service Account Statutory Reserve Account Ordinary Reserve
Sub-Account Principal Issue Interest rate Interest rate outstanding Principal outstandins 2001 Series B -Aleutians East Borouah 3.875%475% 2002 Series A -Citv ofwasilla 2.5%4.5% 2002
Series B 3.875%4.80% Citv of Wraneell Northwest Artic Borouch 2003 Series A -Ketchikan Gatewav Boroueh 3.70%4.80% 2003 Series B -Kodiak Island Boroueh 2.00%4.75% 2003 Series C 2.00%-3.625%
Kenai Penisula Borouell Lake & Peninsula Borouch Total 1976 General Bond Resolution Fund 175.062.000 I990 Ynkutat Revenue Bond Resolution Fund 7%-7.7% l993A Anchoraee Parkine Authoritv
Revenue Bond Resolution Proerarn 3.1%-5.5% 19938 Kodiak Revenue Bond Resolution Procram 3.3%-5.5% 1993C Kodiak Revenue Bond Resolution Proeram 2.85%-3.9% 1995A Seward Revenue Bond Resolution
Proerani 4.85%-7.35% l997A Kctchikan Revenue Bond Resolution Proararn 4.9%-5.75% 1998A Kctchikan Revenue Bond Resolution Procram 4%4.7% l998B Homer Revenue Bond Resolution Procram 4%4.5%
3999A lnter-Island Ferrv Revenue Bond Resolution Proerani 5.325%-5.9% 2000A Unalaska Revenue Bond Resolution Procrani 4.9%-5.75% 2000B Seward Revenue Bond Resolution Proaram 4.35%-5.5%
2001A Ketchikan Revenue Bond Resolution 4.5%4.9% 2001B Ketchikan Revenue Bond Resolution 4.5%4.9% 2002A Ketchikan Rcvenuc Bond Public Utilities 3.00%-5.00% 2003A CBJ Revenue Bond Resolution
Proarani 2.00%-3.00% 2003B Cltv of Valdez Bond Resolution Promam 2.75%-5.25% Total Revenue Bonds Coastal Ellerev Reserve Loan Account: City of Nolne Port Facilitv Revenue Bond Citv of
Saint Paul -Fuel Dock Total Coastal Enerev Reserve Loan Total lonp-tern] liabilities
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 During the year ended June 30, 2003 the Autliority's long-term
liabilities changed as follows: Beginning of year New debt Repayments End of year General obligation bonds payable $163,l15,000 $ 32,220,000 $ 13,110,000 $1 82,225,000 Revenue bonds
payable 46,395,000 30,935,000 4,075,000 75,255,000 Other long-term debt 11,095,878 60,000 1 1,035,878 Total C770-R 6'3 l 5 5 W S 17.245 QQQ $266.515.878 General obligation bonds are
secured by bonds receivable and by amounts in tlie ordinaly reserve account. The Act further provides that if a municipality defaults on its principal andlor interest payments, upon
written notice by the Authority, the State of Alaska must pay to the Authority all h d s due fro111 the defaulting municipality from the State in an amount sufficient to clear the default.
Loans made under the Coastal Energy Loan Program are payable only from proceeds received from tlie municipalities to which the loans were made. The above bonds mature in valying annuel
installments. The maturities at June 30, 2003 are as follows: 1976 1997A Year ending 1990 Ynkutnt 19938 Kodiok 1993C Kodiak Kcicl~ikon June 30 Gcncral Rcscrve Revcliue 1993 APA Revenue
Revenue Revenue 2004 S 14,530,000 5 225,000 S 50,000 S 890,000 S 180,000 5 460,000 S 630,000 2005 13,890,000 55,000 930.000 185.000 660,000 2019 and ancr 22,645,000 3285,000
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30,2003 1998A 1999A lntcr-2OOOA Ywr cnding Keichikan 19988 Homcr Island
Ferry 1995A Scward Usalnska 20008 Scward Junc 30 Gencnl Rcscrve Rcvcnuc Rcvcnuc Rc\,cnuc Rcvenuc ILvenoe Revcnuc 2004 2005 2006 2007 2008 2009-2013 2014-2018 2019 and nficr 2001A 20010
2002A Yciscnding Kctchikan Kctcllikan Kctchikan 2003A CBJ 2003U Valdcz Coaslal Energy June 30 Ilcvcnoc Ikvcnuc I<cvcnuc Rcvcnuc Rcvcnuc Loan Total Principal Total lntcrcst 2004 S 75.000
S 105,000 S 60,000 S 1,355,000 S -S -S 20,175,000 S 12,441,400 2005 75,000 110,000 810,000 1,395,000 -5,400,000 25.130.000 10,901,836 2019 and sftcr 150.000 220.000 635.000 -10,100,000
2,135.878 40,345,878 2,840,873
ALASKA MUNICIPAL BOND BANK AUTHORITY (a Component Unit of the State of Alaska) Notes to Financial Statements June 30.2003 Certain adjust~nentsa re considered to be necessary to the governmental
funds in order to present the Authority's financial position and the results of its operations. These adjustments include the elimination of inter-fund payables and receivables. Additionally,
bond proceeds are reported as financing sources in governmental funds and thus contribute to the change in fund balance. In the statement of net assets, however, issuing debt increases
long-term liabilities and does not affect the statement of activities. Similarly, repayment of principal is an expenditure in the governmental funds, but reduces the liability in the
statement of net assets. (7) Committments In fiscal year 2004, $775,000 in earnings from the Custodian Account will be transferred to the State of Alaska and deposited to the State's
Debt Service Fund. The entire Custodian Account balance is available for appropriation, at any time, by the State Legislature. (8) Subsequent Event Subsequent to June 30, 2003, the Bond
Bank issued oue revenue bond series and four general obligation bond series is as follows: Revenue Bonds, 2003 Series C in the face amount of $1,015,000 with interest rates ranging from
2.00% to 3.00% over maturities of January I , 2005 through Janualy I, 2009. General Obligation Bonds, 2003 Series D in the face amount of $15,065,000 with interest rates ranging from
4.00% to 6.00% over maturities of June I, 2004 through June 1, 2023. Geueral Obligation Bonds, 2003 Series E in the face amount of $32,020,000 with interest rates ranging from 2.00%
to 5.25% over maturities of December I, 2004 through December 1,2028. General Obligation Bonds, 2003 Series F in the face amount cf $3,320,000 with interest rates ranging froin 2.00%
to 3.5% over maturities of December 1, 2003 through December I , 201 I.
Assets Cvsl, ,\cured iitlererl rcceivnblc Marketable rucu"lies lnlenccount reccivubles ALASKA MUNICIPAL BOND BANK (A Componcn, Unil ailhe Stotc oTAl%'koj Supplemental Scl~edulco islaiaoi).
Ileser\,c Accounts -Asses, Liabilities m d A ccoum Rcscn'es For llle ycaiendcd June 30,2003 Reserves Special Kercwc -Slm Appropriatcd Spccirl kserrc -Unicalizcd Grin (Lorr) Ordinri).
Resewe -Usallocxed Ordinary llercne -Unrcalirod Gain (Loss) 1976 Gcnenl "Ordiwi)." 1976Spccial 1993C Kodiuk 1990A Yakurn1 1993A AI'A
ALASKA hlUNICII'AL BOND
BANK (A Compouenl Unil of llte SLZIC of Alaska) Kesen~cs Spccial llcscn,c -Slate Appropriated Special Rcsene -Unrealized Gain (Loss) Ordinary Ilrrcn~e-Unallocmd Ordinary 1lesen.c -Unrualimd
Gain (Loss) 1998A 1999A loier-19938 Kadiak 1995A Sward 1997A Keehikun Kctchikm 1998R Homer Islalid
ALASKA MUNICIPAL BOND BANK (A Componcnl Unit ol'tlie Slrle ofAlaska) S~ q p l e nml rSl cliedillc ot'Staiulog Reserve Accounts -Assets. Lisbililies and ACCOIIIII RCSC~ ~CE For llle year
tided June 30.2003 Rcscrvcs Special l<escn,c -Slate Appropiinlrd Special Reserve -Unrcdized Gain (Lois) Ordinog Rcscrve -Unalloc~lcd Ordinary llcscn-c -Unrcalircd Gain (Loss) See independent
uuditon'repon 26
Liabililicr lnlenccount payobles Bond puyable Accrued iitlciesl payable Resencs Special Rcscrw -Slate Appiopiirled Special Resen,e -Unrealized Gain (Loss) Ordinar). 1Rcsen.e -Unallocaed
Ordill3q IICS-CUnNiedLi~.e dG ain (Loss) 2003A CUJ 2003B Vvlder '1'01a1
[THISP AGE INTENTIONALLY LEFT BLANK]
Appendix G DTC and Book-Entry System
[THISP AGE INTENTIONALLY LEFT BLANK]
DTC AND BOOK-ENTRY SYSTEM Tlte follo~oit~igtf ojor?ttutiott l~osb eeti provided by /he Deposirory Trrrsr Cotttpnrty, New York, New York ("DTC"). The B o d Batik tfrakes no represer~tutiotir
egarding rhe accwacy or cotnpletertess rltereoJ Be~tejiciol 01vmt-s (as herei~~ajrerrle Jittet1) shorrld riterefore cotlfitl rhc follon'i~tg wirh DTC or rhe Porricipatirs (as ltereittajrer
rlejitted) DTC will act as securities depository for the 2004 Series D Bonds. The 2004 Series D Bonds will be issued as fully-registered in the name of Cede & Co. (DTC's partnership
nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2004 Series D Bond certificate will be issued for each maturity of the 2004
Series D Bonds in the principal amount of such maturity and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a a member of the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing
for over 2 nlillion issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository
Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities
Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock
Exchange, Inc.. the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, and trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
Conlmission. More information about DTC can be found at www.dtcc.com. Purchases of the 2003 Series D Bonds under the DTC system, in denominations of $5,000 or any integral multiple thereof,
must be made by or through Direct Participants, which will receive a credit for the 2001 Series D Bonds on DTC's records. The ownership interest of each actual purchaser of each 2004
Series D Bond ("Beneficial Owner") is in turn to be recorded on the Direct and indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2004 Series D Bonds are to be accomplished by entries
made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the 2004 Series D Bonds, except in the event that use of the book entry-entry system for the 2004 Series D Bonds is
discontinued. To facilitate subsequent transfers, all 2004 Series D Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such
other name as may be requested by an authorized representative of DTC. The deposit of 2004 Series D Bonds with DTC and their registration in the name of Cede & Co. or such other DTC
nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2001 Series D Bonds; DTC's records reflect only the identity of
the Direct Participants to whose accounts such 2004 Series D Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers. When notices are given, they shall be sent by the 2004 Series D Bond Registrar to DTC only. Conveyance of notices
and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will
be governed by arrangements among them, subject to any statutory or regulatory requirements as niay be in effect from time to time. Redemption notices shall be sent to DTC. If less than
all of the 2001 Series D Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC
nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2004 Series D Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to the Bond Bank as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s conscnting or voting rights
to those Direct Participants to whose accounts 2004 Series D Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions,
and dividend payments on the 2001 Series D Bonds will be made to Cede & Co. or such other nominee as niay be requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Bond Bank or the Bond Registrar, on payable date in accordance with their respective
holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held
for the accounts of customers in bearer form or registered in "street name." and will be the responsibility of such Participant and not of DTC (nor its nominee), the Bond Registrar,
or the Bond Bank, subject to any statutory or regulatory requirements as niay bc in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to
Cede & Co. (or any other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Bond Bank or the Bond Registrar, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC
may discontinue providing its services as securities depository with respect to the 2004 Series D Bonds at any time by giving reasonable notice to the Bond Bank and the Bond Registrar.
Under such
circumstances, in the event that a successor securities depository is not obtained, 2001 Series D Bond certificates are required to be printed and delivered. The Bond Bank may decide
to discontinue use of the system of the book-entry transfers through DTC (or a successor securities depository). In that event, 2004 Series D Bond certificates will be printed and delivered.
With respect to 2004 Series D Bonds registered on the Bond Register in the name of Cede & Co., as nominee of DTC, the Bond Bank and the Registrar shall have no responsibility or obligation
to any Participant or to any person on behalf of whom a Participant holds an interest in the 2004 Series D Bonds with respect to (i) the accuracy of the records of DTC, Cede & Co. or
any Participant with respect to any ownership interest in the 2004 Series D Bonds; (ii) the delivery to any Participant or any other person, other than a bondowner as shown on the Bond
Register, of any notice with respect to the 2004 Series D Bonds, including any notice of redemption; (iii) the payment to any Participant or any other person, other than a bondowner
as shown on the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the 2004 Series D Bonds; (iv) the selection by DTC or any Participant of any
person to receive payment in the event of a partial redemption of the 2004 Series D Bonds; (v) any consent given action taken by DTC as registered owner; or (vi) any other matter. The
Bond Bank and the Registrar may treat and consider Cede & Co., in whose name each 2004 Series D Bond is registered on the Bond Register, as the holder and absolute owner of such 2004
Series D Bond for the purpose of payment of principal and interest with respect to such 2004 Series D Bond, for the purpose of giving notices of redemption and other matters with respect
to such 2004 Series D Bond, for the purpose of registering transfers with respect to such 2004 Series D Bond, and for all other purposes whatsoever. For the purposes of this Official
Statement, the term "Beneficial Owner" shall include the person for whom the Participant acquires an interest in the 2004 Series D Bonds.
[THIS PAGE INTENTIONALLY LEFT BLANK]
Appendix H Specimen Municipal Bond Insurance Policy
[THISP AGE INTENTIONALLY LEFT BLANK]
MUNICIPAL BOND INSURANCE POLICY 250 Park Avenue New York, New York 10177 Telephone: (646) 656-5900 ISSUER: [ 1 Policy No: [ 1 BONDS: [ 1 o), hereby agrees nt") (as set forth in he Bonds
or, at the election of XLCA, to each Owner, that portion of the principal and i le Due for Payment but shall be unpaid by reason of Nonpayment. Notice of Nonpayment (provided that Notice
will b a.m. New York time on such Business Day; otlte receipt by XLCA, in a form reasonably satisfa principal or interest then Due for Payment and ( t coupon to the Bond or the to tlle
rights of the Owner. XLCA hereunder. Payment f, discl~argeth e obligation of XLCA under tliis Policy. ipal or interest on a Bond which lias preference to such Owner wi XLCA to the extent
of such r , , , , The following terms sllall have the nieanings specified for all purposes of this Policy, except to the extent such terms are expressly modified by an endorsement lo
tltis Policy. "Business Day" means any day other tlian (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of Ne,w.York or the Insurefs Fiscal Agent are
authorized or required by law or executive order to remain c!osed. "Due for Payment", when referring to the principal of Bonds, is when the stated maturity date or a mandatory redemption
date for the application of a required sinking fund installment has been reached and does not refer to any earlier date on wliich payment.is due by reason of call for redemption (other
than by application of required sinking fund installments), &elerationor other advancement of maturity, unless XLCA sllall elect, in its sole discretion, to pay such principal'due upon'sucli
&eleration; and, when referring to interest on the Bonds, is when the stated date for payment of interest has been reached. "Nonpayment" Inleans the failure of the Issuer to have provided
sufficient funds to the Trustee or Paying Agent for payment in full of all principal and interest on the Bonds which are Due for Payment. "Notice" means telephonic or telecopied notice,
subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee or the Paying Agent to XLCA which notice shall specify (a) the
person or entity making the claim, (b) the Policy Number, (c) tlie claimed amount and (d) the date such claimed amount became Due for Payment. "Owner" means, in respect of a Bond, the
person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to paynlent thereof, except that "Owner" shall not include the Issuer or any person or entity
whose direct or indirect obligation constitutes the underlying security for the Bonds. XLCAP-005 Form or Municipal Policy [Spccirncnl
XLCA may, by giving written notice to the Trustee and the Paying Agent, appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of this Policy. From and after the date of
receipt by the Trustee and !he Paying Agent of such notice, wlich shall specify the name and notice address of the Insurer's Fiscal Agent. (a) copies of all notices required to be delivered
to XLCA pursuant to this Policy shall be si~uultaneouslyd elivered to the Insurer's Fiscal Agent and to XCLA and shall not be deemed received until received by both and (b) all payments
required to be made by XLCA under this Policy may be made directly by XLCA or by the Insurer's Fiscal Agent on behalf of XLCA. The Insurer's Fiscal Agent is the agent of XLCA only and
the Insurer's Fis Owner for any act of the Insurer's Fiscal Azent o make pnypents due hereunder. ~. , , , (a).tllis-~oliciys no"-cancelable by XLCA, and (b) tile Premium on this Policy
is not refund ddes, not insuie-against loss of any prepayment or other acceleration payment which at any ct of any Bond, other than at the sole option of the: fullundenaking of XLCA
and shall not be modified, altered or affected by any any,modification or amendment thereto. THIS POLICY IS NOT SUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OFT In witness
whereof, XLCA h lis Poltcy to be ehecuted on its behalf by its duly autllorrred officers SPECIMEN Name: Title: SPECIMEN Name: Title: XLCAP-005 Form of Municipal Policy [Spccimcn]
LOAN AGREEMENT AGREEMENT, dated as of the 1st day of December 2004, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality
of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the
"Act"), having its principal place of business at Juneau, Alaska, and the City of Adak, Alaska, a duly constituted second class city of the State (the "City"): W I T N E S S E T H :
WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money (the "Loan" or "Loans") to governmental units; and WHEREAS, the City is a Governmental Unit as defined in
the General Bond Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its municipal bonds; and WHEREAS,
the City desires to borrow money from the Bank in the amount of not to exceed $1,500,000 and has submitted an application to the Bank for a Loan in the amount of not to exceed $1,500,000,
and the City has duly authorized the issuance of its fully registered bond in the aggregate principal amount of $1,500,000 (the "Municipal Bond"), which bond is to be purchased by the
Bank as evidence of the Loan in accordance with this Agreement; and WHEREAS, the application of the City contains the information requested by the Bank: and WHEREAS, to provide forthe
issuance of bonds of the Bank in order to obtain from time to time money with which to make Loans, the Bank has adopted the General Bond Resolution on May 27, 1976, as amended (the "General
Bond Resolution"), and Series Resolution No. 2004-10, adopted on November 3,2004 (together with the General Bond Resolution, the "Bond Resolution"), authorizing the making of such Loan
to the City and the purchase of the Municipal Bond. NOW, THEREFORE, the parties agree: 1. The Bank hereby makes the Loan and the City accepts the Loan in the principal amount of $1,500,000.
As evidence of the Loan made to the City and such money borrowed from the Bank by the City, the City hereby sells to the Bank the Municipal Bond in the principal amount, with the principal
installment payments, and bearing interest from its date at the rate or rates per annum, stated in Exhibit " A appended hereto. For purposes of this Loan Agreement, the interest on the
Municipal Bond will be computed without regard to the provision in Section 7 hereof for the City to make funds available to
the Trustee acting under the General Bond Resolution for the payment of principal and interest at least seven business days prior to each respective principal and interest payment date.
2. The City represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including Resolution Nos. 2004-16 and 2004-19 passed by the City Council on September
24,2004 and November 19,2004, respectively (together, the "City's Resolution"), and has taken or will take all proceedings required by law to enable it to enter into this Loan Agreement
and issue its Municipal Bond to the Bank and that the Municipal Bond will constitute a general obligation bond and the full faith and credit of the City will be pledged for payment of
the principal of, and interest on, the Municipal Bond. 3. Subject to any applicable legal limitations, the amounts to be paid by the City pursuant to this Loan Agreement representing
interest due on its Municipal Bond (the "Municipal Bond lnterest Payments") shall be computed at the same rate or rates of interest borne by the corresponding maturities of the bonds
sold by the Bank in order to obtain the money with which to make the Loan and to purchase the Municipal Bond (the "Loan Obligations") and, unless required under Section 7 hereof to be
paid at least seven business days before the interest payment date, shall be paid by the City in such manner and at such times so as to provide funds sufficient to pay interest as the
same becomes due on the Loan Obligation. 4. The amounts to be paid by the City pursuant to this Loan Agreement representing principal due on its Municipal Bond (the "Municipal Bond Principal
Payments"), unless required under Section 7 hereof to be paid at least seven business days before the maturity date, shall be scheduled by the Bank in such manner and at such times (notwithstanding
the dates of payment as stated in the Municipal Bond) so as to provide funds sufficient to pay the principal of the Loan Obligations as the same matures based upon the maturity schedule
stated in Exhibit " A appended hereto. 5. In the event the amounts referred to in Sections 3 and 4 hereof to be paid by the City pursuant to this Loan Agreement are not made available
at any time specified herein, the City agrees that any money payable to it by any department or agency of the State may be withheld from it and paid over directly to the Trustee acting
under the General Bond Resolution, and this Loan Agreement shall be full warrant, authority and direction to make such payment upon notice to such department or agency by the Bank, with
a copy provided to the City, as provided in the Act. 6. In the event Loan Obligations have been refunded and the interest rates the Bank is required to pay on its refunding bonds in
any year are less than the interest rates payable by the City on the Municipal Bond forthe corresponding year pursuantto the terms of the Municipal Bond, then both the Municipal Bond
lnterest Payments and the Municipal Bond Principal Payments will be adjusted in such a manner that (i) the interest rate paid AMBBIGeneral Obligation Bonds, 2004 Series D Loan Agreement
-Adak I:iDocrU7421692uouo Agieemnt Adak new v2wd Page 2
by the City on any principal installment of the Municipal Bond is equal to the interest rate paid by the Bank on the corresponding principal installment of Bank's refunding bonds and
(ii)on a present value basis the sum of the adjusted Municipal Bond Interest Payments and Municipal Bond Principal Payments is equal to or less than the sum of the Municipal Bond lnterest
Payments and Municipal Bond Principal Payments due over the remaining term of the Municipal Bond as previously established underthis Loan Agreement. In the event of such a refunding
of Loan Obligations, the Bank shall present to the City for the City's approval, a revised schedule of principal installment amounts and interest rates for the Municipal Bond. If approved
by the City the revised schedule shall be attached hereto as ExhibitWAa nd incorporated herein in replacement of the previous Exhibit "Adetailing said principal installment amounts and
interest rates. 7. The City is obligated to pay to the Bank Fees and Charges. Such Fees and Charges actually collected from the City shall be in an amount sufficient, togetherwith the
City's Allocable Proportion of other money available therefor under the provisions of the Bond Resolution, and other money available therefor, including any specific grants made by the
United States of America or any agency or instrumentality thereof or by the State or any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the
Operating Fund pursuant to paragraph (3) of Section 603 of the General Bond Resolution: (a) to pay, as the same become due, the City's Allocable Proportion of the Administrative Expenses
of the Bank; and (b) to pay, as the same become due, the City's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations. The City's Allocable
Proportion as used herein shall mean the proportionate amount of the total requirement in respect to which the term is used determined by the ratio that the principal amount of the Municipal
Municipal Bond outstanding bears to the total of all Loans then outstanding to all Governmental Units under the General Bond Resolution, as certified by the Bank. The waiver by the Bank
of any fees payable pursuant to this Section 7 shall not constitute a subsequent waiver thereof. During any period where the City's Allocable Proportion of the fees and expenses of the
Trustee and paying agent forthe Loan Obligations is reduced in consideration of the City so making funds available, the City shall make funds available to the Trustee for each Municipal
Bond lnterest Payment and Municipal Bond Principal Payment at least seven business days before the respective principal or interest payment date. 8. The City is obligated to make the
Municipal Bond Principal Payments scheduled by the Bank. The first such Municipal Bond Principal Payment is due on the date indicated on Exhibit " A appended hereto, and thereafter on
the anniversary thereof AMBBIGeneral Obligation Bonds. 2004 Series D Loan Agreement -Adak I:!Do~sU7421692!Loan Agreement Adak new v 2 . w ~ Page 3
each year. The City is obligated to make the Municipal Bond Interest Payments scheduled by the Bank on a semi-annual basis commencing on the date indicated on Exhibit " A appended hereto,
and to pay any Fees and Charges imposed by the Bank within 30 days of receiving the invoice of the Bank therefor. 9. The Bank shall not sell and the City shall not redeem prior to maturity
any portion of the Municipal Bond in an amount greater than the Loan Obligations which are then outstanding and which are then redeemable, and in the event of any such sale or redemption,
the same shall be in an amount not less than the aggregate of (i) the principal amount of the Municipal Bond (or portion thereof) to be redeemed, (ii) the interest to accrue on the Municipal
Bond (or portion thereof) to be redeemed to the next redemption date thereof not previously paid, (iii) the applicable premium, if any, payable on the Municipal Bond (or portion thereof)
to be redeemed, and (iv) the cost and expenses of the Bank in effecting the redemption of the Municipal Bond (or portion thereof) to be redeemed. The City shall give the Bank at least
50 days' notice of intention to redeem its Municipal Bond. In the event the Loan Obligations with respect to which the sale or redemption prior to maturity of such Municipal Bond is
being made have been refunded and the refunding bonds of the Bank issued for the purpose of refunding such Loan Obligations were issued in a principal amount in excess of or less than
the principal amount of the Municipal Bond remaining unpaid at the date of issuance of such refunding bonds, the amount which the City shall be obligated to pay or the Bank shall receive
under item (i) above shall be the principal amount of such refunding bonds outstanding. In the event the Loan Obligations have been refunded and the interest the Bank is required to
pay on the refunding bonds is less than the interest the Bank was required to pay on the Loan Obligation, the amount which the City shall be obligated to pay or the Bank shall receive
receive under item (ii) above shall be the amount of interest to accrue on such refunding bonds outstanding. In the event the Loan Obligations have been refunded, the amount which the
City shall be obligated to pay or the Bank shall receive under item (iii) above, when the refunded Loan Obligations are to be redeemed, shall be the applicable premium, if any, on the
Loan Obligations to be redeemed. Nothing in this Section shall be construed as preventing the City from refunding the Municipal Bond in exchange for a new Municipal Bond in conjunction
with a refunding of the Loan Obligations. 10. Simultaneously with the delivery of the Municipal Bond to the Bank, the City shall furnish to the Bank evidence satisfactory to the Bank
which shall set forth, among other things, that the Municipal Bond will constitute a valid general obligation of the City. AMBBIGeneral Obligation Bonds, 2004 Series D Loan Agreement
-Adak I:\D0csU74216921Loan Agreemenl Adak new v2.wpd Page 4
11. Invoices for payments under this Loan Agreement shall be addressed to the City of Adak, P.O. Box 201 1, Adak, Alaska 99546, ATTN: City Manager. The City shall give the Bank and the
corporate trust office of the Trustee under the General Bond Resolution at least 30 days' written notice of any change in such address. 12. Prior to payment of the amount of the Loan
or any portion thereof, and the delivery of the Municipal Bond to the Bank or its designee, the Bank shall have the right to cancel all or any part of its obligations hereunder if: (a)
Any representation, warranty orother statement made by the City to the Bank in connection with its application to the Bank for a Loan shall be incorrect or incomplete in any material
respect. (b) The City has violated commitments made by it in the terms of this Loan Agreement. (c) The financial position of the City has, in the opinion of the Bank, suffered a materially
adverse change between the date of this Loan Agreement and the scheduled time of delivery of the Municipal Bond to the Bank. 13. The obligation of the Bank under this Loan Agreement
is contingent upon delivery of its 2004 Series D General Obligation Bonds (the "2004 Series D Bonds") and receipt of the proceeds thereof. 14. The City agrees that it will provide the
Bank with written notice of any default in covenants under the City's Ordinance within 30 days from the date thereof. 15. The City shall nottake, or omitto take, any action lawful and
within its power to take, which action or omission would cause interest
on the Municipal Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such Municipal Bond is subject on the date of original issuance
thereof. The City shall not permit any of the proceeds of the Municipal Bond, or any facilities financed with such proceeds, to be used in any manner that would cause the Municipal Bond
to constitute a "private activity bond" within the meaning of Section 141 of the Code. The City shall make no use or investment investment of the proceeds of the Municipal Bond which
will cause the Municipal Bond to be an "arbitrage bond" subject to taxation by reason of Section 148 of the Code. So long as the Municipal Bond is outstanding, the City, with respect
to the proceeds of the Municipal Bond, shall comply with all requirements of said Section 148 and all regulations of the United States Department of Treasury issued thereunder, to the
extent that such requirements are, at the time, applicable and in effect. The City shall indemnify and hold harmless the Bank from any obligation of the City to AMBBIGeneral Obligation
Bonds. 2004 Series D Loan Agreement -Adak I:iDocsU7421692iLoanAgreemnlAdak ncw v2.W Page 5
make rebate payments to the United States under said Section 148 arising from the City's use or investment of the proceeds of the Municipal Bond. 16. The Bank shall cause to be prepared
an Official Statement (the "Official Statement") for the 2004 Series D Bonds. The City shall provide promptly to the Bank the information concerning the City and the Municipal Bond (the
"Municipal lnformation") (i) that the Bank requests for inclusion in the Official Statement, or (ii) that the City considers to be material to the purposes for which the Official Statement
is to be used. As a condition to the payment of the amount of the Loan or any portion thereof, the City shall provide to the Bank a certificate, dated the date of issue of the 2004 Series
D Bonds, of an authorized officer of the City that (i) the Municipal lnformation consists of fair and accurate statements or summaries of the matters therein set forth and such information
does not contain any untrue statement of material fact or omit to state a material fact that should be stated therein for the purposes forwhich it is to be used orthat is necessaryto
make the statements therein, in light of the circumstances underwhich they were made, not misleading in any material respect; and (ii) to the best knowledge of such officer, no event
affecting the City has occurred since the date of the Official Statement that should be disclosed in the Official Statement forthe purposes forwhich it is to be used or that it is necessary
to disclose therein in order to make the statements and information therein not misleading in any material respect. The City will undertake in the Disclosure Certificate for the benefit
of the Beneficial Owners of the 2004 Series D Bonds to provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR) and to a state
information depository ("SID), if one is established in the State, annual financial information and operating data which shall be substantially similar to the financial information found
in Appendix D to the Official Statement as required by Rule 15c2-12(b)(5) of the Securities and Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). The City
will provide to each NRMSIR or to the Municipal Securities Rulemaking Board, and to the SID, timely notice of a failure by the City to provide required annual financial information on
or before the date specified below. The annual financial information that the City will provide will consist of annual financial statements for the City, prepared in accordance with
generally accepted accounting principles applicable to governmental entities, as such principles may be changed from time to time; and will be provided not later than 180 days after
the end of each fiscal year of the City, as such fiscal year may be changed from time to time, commencing with the City's fiscal year ending June 30, 2004. Any filing required underthe
terms of the Disclosure Certificate may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureusa.org unless
the United States Securities and Exchange AMBBIGeneral Obligation Bonds. 2004 Series D Loan Agreement -Adak I:!DwU74216921Loan Agreemen1 Adak new vZ.wp4 Page 6
Commission has withdrawn the interpretive advice in its letterto the MAC dated September 7, 2004. 17. If any provision of this Loan Agreement shall for any reason be held to be invalid
or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agreement shall be construed
and enforced as if such invalid or unenforceable provision had not been contained herein. 18. This Loan Agreement may be executed in one or more counterparts, any of which shall be regarded
for all purposes as an original and all of which constitute but one and the same instrument. Each party agrees that it will execute any and all documents or other instruments, and take
such other actions as are necessary, to give effect to the terms of this Loan Agreement. 19. No waiver by either party of any term or condition of this Loan Agreement shall be deemed
or construed as a waiver of any other term or condition hereof, nor shall a waiver of any breach of this Loan Agreement be deemed to constitute a waiver of any subsequent breach, whether
of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Loan Agreement. 20. In this Loan Agreement, unless othetwise defined herein, all
capitalized terms which are defined in Article I of the General Bond Resolution shall have the same meanings, respectively, as such terms are given in Article I of the General Bond Resolution.
21. This Loan Agreement merges and supersedes all prior negotiations, representations and agreements between the parties hereto relating to the subject matter hereof and constitutes
the entire agreement between the parties hereto in respect thereof. AMBBlGeneral Obligation Bonds. 2004 Series D Loan Agreement -Adak I:lDowl37li21692lLoan Agreement Adaknew v 2 . m
Page 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ALASKA MUNICIPAL BOND B-ANK [ S E A L ] CITY OF ADAK, ALASKA By: STEVEN HlNES
AMBBiGeneral Obligation Bonds, 2004 Series D Loan Agreement -Adak I:\DoL1U7421692VglnligimmcnlAdak ncxu2.wpd City Manager Page 8
EXHIBIT "A" TO LOAN AGREEMENT BETWEEN THE CITY OF ADAK, ALASKA, AND THE ALASKA MUNICIPAL BOND BANK City of Adak, Alaska General Obligation Harbor Bond, 2004 Series A Principal Date {November
1 ) 2005 2006 2007 2008 2009 2010 201 1 2012 2013 2014 201 5 2016 201 7 201 8 201 9 2020 2021 2022 2023 2024 Principal Amount $25,000 55,000 55,000 60,000 60,000 65,000 65,000 65,000
70,000 70,000 75,000 80,000 80,000 85,000 90,000 90,000 95,000 100,000 lO5,OOO 11 0,000 lnterest Rate 3.00% 3.00 3.00 3.00 3.00 3.50 3.50 3.50 4.00 4.00 4.00 4.00 4.00 4.50 4.50 4.50
4.50 5.00 5.00 5.00 Principal installments shall be payable on November 1 in each of the years, and in the amounts set forth above. lnterest on the Bond shall be payable on November
1,2005, and thereafter on May I and November I of each year. Optional Redemption: The Bonds maturing on or after November 1,2015, are subject to prepayment in whole or in part, on any
date, or after November 1,2014, at a price of 100% of the principal amount thereof to be prepaid plus accrued interest to the date of prepayment. AMBBlGeneral Obligation Bonds. 2004
Series D Loan Agreement -Exhibit A I:lDo~sl37421692iLom Agieemnl Adak new v2.irpd Page A-I
LOAN AGREEMENT AGREEMENT, dated as of the 1st day of December 2004, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality
of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the
"Act"), having its principal place of business at Juneau, Alaska, and the Kodiak Island Borough, Alaska, a duly constituted second class borough of the State (the "Borough"): W I T N
E S S E T H : WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money (the "Loan" or "Loans") to governmental units; and WHEREAS, the Borough is a Governmental Unit
as defined in the General Bond Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its municipal bonds;
and WHEREAS, the Borough desires to borrow money from the Bank in the amount of not to exceed $1 1,050,000 and has submitted an application to the Bank for a Loan in the amount of not
to exceed $1 1.050.000. and the Borouqh has duly authorized the issuance of its fully registered bond in the aggregate principal amount of $li,050,000 (the "Municipal Bond"), which bond
is to be purchased by the Bank as evidence of the Loan in accordance with this Agreement; and WHEREAS, the application of the Borough contains the information requested by the Bank;
and WHEREAS, to provide forthe issuance of bonds of the Bank in order to obtain from time to time money with which to make Loans, the Bank has adopted the General Bond Resolution on
May 27, 1976, as amended (the "General Bond Resolution"), and Series Resolution No. 2004-10, adopted on November 3, 2004 (together with the General Bond Resolution, the "Bond Resolution"),
authorizing the making of such Loan to the Borough and the purchase of the Municipal Bond. NOW, THEREFORE, the parties agree: 1. The Bank hereby makes the Loan and the Borough accepts
the Loan in the the principal amount of $1 1,050,000. As evidence of the Loan made to the Borough and such money borrowed from the Bank by the Borough, the Borough hereby sells to the
Bank the Municipal Bond in the principal amount, with the principal installment payments, and bearing interest from its date at the rate or rates per annum, stated in Exhibit " A appended
hereto. For purposes of this Loan Agreement, the interest on the Municipal Bond will be
computed without regard to the provision in Section 7 hereof for the Borough to make funds available to the Trustee acting under the General Bond Resolution for the payment of principal
and interest at least seven business days priorto each respective principal and interest payment date. 2. The Borough represents that it has duly adopted or will adopt all necessary
ordinances or resolutions, including Ordinance No. FY 2005-08 passed by the Borough Assembly on November 4,2004 (the "Borough's Ordinance"), and has taken or will take all proceedings
required by law to enable it to enter into this Loan Agreement and issue its Municipal Bond to the Bank and thatthe Municipal Bond will constitute a general obligation bond and the full
faith and credit of the Borough will be pledged for payment of the principal of, and interest on, the Municipal Bond. 3. Subject to any applicable legal limitations, the amounts to be
paid by the Borough pursuant to this Loan Agreement representing interest due on its Municipal Bond ((the "Municipal Bond lnterest Payments") shall be computed at the same rate or rates
of interest borne by the corresponding maturities of the bonds sold by the Bank in order to obtain the money with which to make the Loan and to purchase the Municipal Bond (the "Loan
Obligations") and, unless required under Section 7 hereof to be paid at least seven business days before the interest payment date, shall be paid by the Borough in such manner and at
such times so as to provide funds sufficient to pay interest as the same becomes due on the Loan Obligation. 4. The amounts to be paid by the Borough pursuant to this Loan Agreement
representing principal due on its Municipal Bond (the "Municipal Bond Principal Payments"), unless required under Section 7 hereof to be paid at least seven business days before the
maturity date, shall be scheduled by the Bank in such manner and at such times (notwithstanding the dates of payment as stated in the Municipal Bond) so as to provide funds sufficient
to pay the principal of of the Loan Obligations as the same matures based upon the maturity schedule stated in Exhibit " A appended hereto. 5. In the event the amounts referred to in
Sections 3 and 4 hereof to be paid by the Borough pursuant to this Loan Agreement are not made available at any time specified herein, the Borough agrees that any money payable to it
by any department or agency of the State may be withheld from it and paid over directly to the Trustee acting under the General Bond Resolution, and this Loan Agreement shall be full
warrant, authority and direction to make such payment upon notice to such department or agency by the Bank, with a copy provided to the Borough, as provided in the Act. 6. In the event
Loan Obligations have been refunded and the interest rates the Bank is required to pay on its refunding bonds in any year are less than the interest rates payable by the Borough on the
Municipal Bond for the corresponding year pursuant to the terms of the Municipal Bond, then both the Municipal Bond lnterest Payments and the AMBWGeneral Obligation Bonds, 2004 Series
D Loan Agreement -KIB I:\Doc~U7421692U0an Agreemen1 Kodiak v2.vd Page 2
Municipal Bond Principal Payments will be adjusted in such a manner that (i) the interest rate paid by the Borough on any principal installment of the Municipal Bond is equal to the
interest rate paid by the Bank on the corresponding principal installment of Bank's refunding bonds and (ii) on a present value basis the sum of the adjusted Municipal Bond lnterest
Payments and Municipal Bond Principal Payments is equal to or less than the sum of the Municipal Bond Interest Payments and Municipal Bond Principal Payments due over the remaining term
of the Municipal Bond as previously established under this Loan Agreement. In the event of such a refunding of Loan Obligations, the Bank shall present to the Borough for the Borough's
approval, a revised schedule of principal installment amounts and interest rates forthe Municipal Bond. If approved by the Borough the revised schedule shall be attached hereto as Exhibit
" A and incorporated herein in replacement of the previous Exhibit " A detailing said principal installment amounts and interest rates. 7. The Borough is obligated to pay to the Bank
Fees and Charges. Such Fees and Charges actually collected from the Borough shall be in an amount sufficient, together with the Borough's Allocable Proportion of other money available
therefor under the provisions of the Bond Resolution, and other money available therefor, including any specific grants made by the United States of America or any agency or instrumentality
thereof or by the State or any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the Operating Fund pursuant to paragraph (3) of Section 603
of the General Bond Resolution: (a) to pay, as the same become due, the Borough's Allocable Proportion of the Administrative Expenses of the Bank; and (b) to pay, as the same become
due, the Borough's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations. The Borough's Allocable Proportion as used herein shall mean
the proportionate proportionate amount of the total requirement in respect to which the term is used determined by the ratio that the principal amount of the Municipal Bond outstanding
bears to the total of all Loans then outstanding to all Governmental Units underthe General Bond Resolution, as certified by the Bank. The waiver by the Bank of any fees payable pursuant
to this Section 7 shall not constitute a subsequent waiver thereof. During any period where the Borough's Allocable Proportion of the fees and expenses of the Trustee and paying agent
for the Loan Obligations is reduced in consideration of the Borough so making funds available, the Borough shall make funds available to the Trustee for each Municipal Bond lnterest
Payment and Municipal Bond Principal Payment at least seven business days before the respective principal or interest payment date. AMBBlGeneral Obllgatlon Bonds. 2004 Sews D Loan Agreement
-KiB l.ID0~~U7421692\LoAagnre ement Kodlak v2 wpd Page 3
8. The Borough is obligated to make the Municipal Bond Principal Payments scheduled by the Bank. The first such Municipal Bond Principal Payment is due on the date indicated on Exhibit
"A" appended hereto, and thereafter on the anniversary thereof each year. The Borough is obligated to make the Municipal Bond Interest Payments scheduled by the Bank on a semi-annual
basis commencing on the date indicated on Exhibit " A appended hereto, and to pay any Fees and Charges imposed by the Bank within 30 days of receiving the invoice of the Bank therefor.
9. The Bank shall not sell and the Borough shall not redeem prior to maturity any portion of the Municipal Bond in an amount greater than the Loan Obligations which are then outstanding
and which are then redeemable, and in the event of any such sale or redemption, the same shall be in an amount not less than the aggregate of (i) the principal amount of the Municipal
Bond (or portion thereof) to be redeemed, (ii) the interest to accrue on the Municipal Bond (or portion thereof) to be redeemed to the next redemption date thereof not previously paid,
(iii) the applicable premium, if any, payable on the Municipal Bond (or portion thereof) to be redeemed, and (iv) the cost and expenses of the Bank in effecting the redemption of the
Municipal Bond (or portion thereof) to be redeemed. The Borough shall give the Bank at least 50 days' notice of intention to redeem its Municipal Bond. In the event the Loan Obligations
with respect to which the sale or redemption prior to maturity of such Municipal Bond is being made have been refunded and the refunding bonds of the Bank issued forthe purpose of refunding
such Loan Obligations were issued in a principal amount in excess of or less than the principal amount of the Municipal Bond remaining unpaid at the date of issuance of such refunding
bonds, the amount which the Borough shall be obligated to pay or the Bank shall receive under item (i) above shall be the principal amount of such refunding bonds outstanding. In the
event the Loan Obligations have been refunded and the interest the Bank is required to pay on the refunding bonds is less than the interest the Bank was required to pay on the Loan Obligations,
the amount which the Borough shall be obligated to pay or the Bank shall receive under item (ii) above shall be the amount of interest to accrue on such refunding bonds outstanding.
In the event the Loan Obligations have been refunded, the amount which the Borough shall be obligated to pay or the Bank shall receive under item (iii) above, when the refunded Loan
Obligations are to be redeemed, shall be the applicable premium, if any, on the Loan Obligations to be redeemed. Nothing in this Section shall be construed as preventing the Borough
from refunding the Municipal Bond in exchange for a new Municipal Bond in conjunction with a refunding of the Loan Obligations. AMBBlGeneral Obligation Bonds. 2004 Series D Loan Agreement
-KIB I:lDowU7421692lLaan Agreemnl Kodiak v2.W Page 4
10. Simultaneously with the delivery of the Municipal Bond to the Bank, the Borough shall furnish to the Bank evidence satisfactory to the Bank which shall set forth, among otherthings,
that the Municipal Bond will constitute a valid general obligation of the Borough. 11. Invoices for payments underthis Loan Agreement shall be addressed to the Kodiak Island Borough,
710 Mill Bay Road, Kodiak, Alaska 99615, Attention: Finance Director. The Borough shall give the Bank and the corporate trust office of the Trustee underthe General Bond Resolution at
least 30 days' written notice of any change in such address. 12. Prior to payment of the amount of the Loan or any portion thereof, and the delivery of the Municipal Bond to the Bank
or its designee, the Bank shall have the right to cancel all or any part of its obligations hereunder if: (a) Any representation, warranty or other statement made by the Borough to the
Bank in connection with its application to the Bank for a Loan shall be incorrect or incomplete in any material respect. (b) The Borough has violated commitments made by it in the terms
of this Loan Agreement. (c) The financial position of the Borough has, in the opinion of the Bank, suffered a materially adverse change between the date of this Loan Agreement and the
scheduled time of delivery of the Municipal Bond to the Bank. 13. The obligation of the Bank under this Loan Agreement is contingent upon delivery of its 2004 Series D General Obligation
Bonds (the "2004 Series D Bonds") and receipt of the proceeds thereof. 14. The Borough agrees that it will provide the Bank with written notice of any default in covenants under the
Borough's Ordinance within 30 days from the date thereof. 15. The Borough shall not take, or omit to take, any action lawful and within its power to take, which action or omission would
cause interest on the Municipal Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such Municipal Bond is subject on the date of
original issuance issuance thereof. The Borough shall not permit any of the proceeds of the Municipal Bond, or any facilities financed with such proceeds, to be used in any manner that
would cause the Municipal Bond to constitute a "private activity bond" within the meaning of Section 141 of the Code. AMBBIGeneral Obligalion Bonds, 2004 Series D Loan Agreement -KIB
I:\Oocsu7421692iLoan Agreemen1 Kodiak v 2 . q Page 5
The Borough shall make no use or investment of the proceeds of the Municipal Bond which will cause the Municipal Bond to be an "arbitrage bond" subject to taxation by reason of Section
148 of the Code. So long as the Municipal Bond is outstanding, the Borough, with respect to the proceeds of the Municipal Bond, shall comply with all requirements of said Section 148
and all regulations of the United States Department of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. The Borough shall
indemnify and hold harmless the Bank from any obligation of the Borough to make rebate payments to the United States under said Section 148 arising from the Borough's use or investment
of the proceeds of the Municipal Bond. 16. The Bank shall cause to be prepared an Official Statement (the "Official Statement")forthe 2004 Series D Bonds. The Borough shall provide promptly
to the Bank the information concerning the Borough and the Municipal Bond (the "Municipal Information") (i) that the Bank requests for inclusion in the Official Statement, or (ii) that
the Borough considers to be material to the purposes for which the Official Statement is to be used. As a condition to the payment of the amount of the Loan or any portion thereof, the
Borough shall provide to the Bank a certificate, dated the date of issue of the 2004 Series D Bonds, of an authorized officer of the Borough that (i) the Municipal Information consists
of fair and accurate statements or summaries of the matters therein set forth and such information does not contain any untrue statement of material fact or omit to state a material
fact that should be stated therein forthe purposes for which it is to be used or that is necessaryto make the statements therein, in light of the circumstances underwhich they were made,
not misleading in any material respect; and (ii) to the best knowledge of such officer, no event affecting the Borough has occurred since the date of the Official Statement that should
be disclosed in the Official Statement for the purposes for which it is to be used orthat it is necessary to disclose therein in order to make the statements and information therein
not misleading in any material respect. The Borough will undertake in the Disclosure Certificate for the benefit of the Beneficial Owners of the 2004 Series D Bonds to provide or cause
to be provided to each nationally recognized municipal securities information repository ("NRMSIR) and to a state information depository ("SID"), if one is established in the State,
annual financial information and operating data which shall be substantially similar to the financial information found in Appendix E to the Official Statement as required by Rule 15c2-12(b)(5)
of the Securities and Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). The Borough will provide to each NRMSIR or to the Municipal Securities Rulemaking
Board, and to the SID, timely notice of a failure by the Borough to provide required annual financial information on or before the date specified below. The annual financial information
that the Borough will provide will consist of annual financial statements for the Borough, prepared in accordance with generally accepted accounting AMBBlGeneral Obligation Bonds. 2004
Series D Loan Agreement -KlB IWocs\3742i692lLoan Agreement Kodlak v-?.wpd Page 6
principles applicable to governmental entities, as such principles may be changed from time to time; and will be provided not later than 180 days after the end of each fiscal year of
the Borough, as such fiscal year may be changed from time to time, commencing with the Borough's fiscal year ending June 30, 2004. Any filing required underthe terms of the Disclosure
Certificate may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureusa.org unless the United States Securities
and Exchange Commission has withdrawn the interpretive advice in its letterto the MAC dated September 7, 2004. 17. If any provision of this Loan Agreement shall for any reason be held
to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agreement shall
be construed and enforced as if such invalid or unenforceable provision had not been contained herein. 18. This Loan Agreement may be executed in one or more counterparts, any of which
shall be regarded for all purposes as an original and all of which constitute but one and the same instrument. Each party agrees that it will execute any and all documents or other instruments,
and take such other actions as are necessary, to give effect to the terms of this Loan Agreement. 19. No waiver by either party of any term or condition of this Loan Agreement shall
be deemed or construed as a waiver of any other term or condition hereof, nor shall a waiver of any breach of this Loan Agreement be deemed to constitute a waiver of any subsequent breach,
whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Loan Agreement. 20. In this Loan Agreement, unless otherwise defined herein,
all capitalized terms which are defined in Article I of the General Bond Resolution shall have the same meanings, respectively, as such terms are given in Article I of the General Bond
Resolution. 21. This Loan Agreement merges and supersedes all prior negotiations, representations and agreements between the parties hereto relating to the subject matter hereof and
constitutes the entire agreement between the parties hereto in respect thereof. AMBBIGeneral Obligation Bonds, 2004 Series D Loan Agreement -KIB I:WocS\37ri21692iL(wnA gieemenl Kodtak
v2.wd Page 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ALASKA MUNICIPAL BOND BANK [ S E A L ] A T T E S T : Judith Nielsen, CMC + fl
Borough ClerkL AMBBlGenetal ObliQalion Bonds. 2004 Series D Loan Agreement -K18 I iDocr\37421692\LoSn Agreeman! Kodmk v2 vipd By: KODIAK ISLAND BOROUGH, ALASKA By: Pm P cekwLJPATRICK
CARLSON Borough Manager Page 8
EXHIBIT " A TO LOAN AGREEMENT BETWEEN THE KODIAK ISLAND BOROUGH, ALASKA, AND THE ALASKA MUNICIPAL BOND BANK Kodiak Island Borough, Alaska General Obligation School Bond, 2004 Series
B Principal Date [November 1) 2005 2006 2007 2008 2009 2010 201 1 2012 201 3 2014 201 5 2016 2017 201 8 201 9 2020 2021 2022 2023 2024 Principal Amount $180,000 410,000 420,000 435,000
445,000 460,000 475,000 490,000 510,000 530,000 550,000 570,000
595,000 620,000 650,000 675,000 705,000 740,000 775,000 81 5,000 Interest Rate 3.00% 3.00 3.00 3.00 3.00 3.50 3.50 3.50 4.00 4.00 4.00 4.00 4.00 4.50 4.50 4.50 4.50 5.00 5.00 5.00 Principal
installments shall be payable on November 1 in each of the years, and in the amounts set forth above. Interest on the Bond shall be payable on November 1,2005, and thereafter on May
1 and November 1 of each year. Optional Redemption: The Bonds maturing on or after November 1,2015, are subject to prepayment in whole or in part, on any date, or after November I ,
2014, at a price of 100% of the principal amount thereof to be prepaid plus accrued interest to the date of prepayment. AMBBIGeneral Obhgatlon Bonds. 2004 Serles D Loan Agreement -Exhlblt
A I lDocsi37421692lLoan Agreement Kodak v2 wpd Page A-I
COPY of Advertisement City and County of New York, ss.:-Bmhara Colai, being duly sworn, says [hat she is 012 Iitli!!!!: Coordinator of the BOm BUYER, a daily newspaper printeil ;mil
published at One Stare Slrcet Plaw. in t j lc City of New York. C:o~r:ir,,, I New York, State ofNew York: and the ~iuricc,o f which rhc annexsd i.; . i printed copy, was rsgcilarly puhl.islied
in said BOYD BI.TJ'l3 ,,.I! Novamber 9.2004 ;/~ . . . . . .B i.ll ing Cawdingor. ~ Dawn Brow Notay Public, Sute of Nt:v York No. OIBrd021063 Qualified in Kings County Co!lunission Expires
Dzszmher 6, 2005 RECEIVED FROM:5036369778
CERTIFICATE I, Felicity Flensburg, Clerk of the City of Adak (the "City"), HEREBY CERTIFY that the document attached hereto is a true and correct copy of Resolution No. 2004-16 of the
City of Adak adopted by the City Council at a meeting duly called and held on September 24, and that said Resolution No. 2004-16 has not been modified, amended, repealed or rescinded,
but is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have executed this certificate this 1st day of December 2004. ~e l i d i 6~ l e n s g u r~~, i C&ler k & City
of Adak
City of Adak Adak, Alaska Resolution No. 2004-16 A RESOLUTION OF THE CITY OF ADAK, ALASKA, AUTHORIZING THE ISSUANCE OF BOND ANTICIPATION NOTES IN THE PRINCIPAL AMOUNT OF $905,000 TO
PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES AND AUTHORIZING ALL THINGS INCIDENTAL THERETO WHEREAS, at an election held in the
City of Adak, Alaska (the "City"), on January 6, 2004, the number and proportion of qualified electors of the City as required by law for the adoption thereof voted in favor of a proposition
authorizing the issuance of general obligation bonds of the City in the aggregate principal amount of not to exceed $1,500,000 to pay the cost to acquire, plan, design, construct, improve
and equip the small boat harbor facilities, and authorizing all things incidental thereto as authorized by Ordinance 03-2003-1 1 of the City passed on November I I, 2003 (the "Election
Ordinance"); and WHEREAS, the City Council of the City (the "Council") wishes to authorize the issuance of $905,000 principal amount of the general obligation bonds authorized by the
Election C Ordinance and approved by the Cityts voters (the "Bonds"); and WHEREAS, it is in the best interest of the City to sell the Bonds to the Alaska Municipal Bond Bank (the "Bond
Bank"); and WHEREAS, the Bond Bank will not be ready to purchase the Bonds until December of 2004: and WHEREAS, in order to accomplish the purposes of the Bonds, the City has need of
$905,000 by September 23,2004; and WHEREAS, the City is authorized to issue bond anticipation notes pursuant to AS 29.47.080 thru AS 29.47.140; and WHEREAS, the Bond Bank has agreed
to purchase bond anticipation notes from the City in order to provide the City with interim financing in anticipation of the issuance of the Bonds in December. Page 1
B NOW, THEREFORE, THE CITY OF ADAK, ALASKA, RESOLVES, as follows: 1. The City Manager is authorized to do all things reasonably necessary to provide for the issuance by the City of bond
anticipation notes in the principal amount of $905,000 for a term not to exceed 6 months at a rate not to exceed 2% per annum. The principal and interest of the bond anticipation notes
may be paid from proceeds of the Bonds when issued or from such other sources as may be available to the City for such purpose. The bond anticipation notes must be issued before November
1, 2004, and if not issued by such date the authorization granted by this resolution shall terminate on such date. 2. This resolution shall become effective immediately upon its passage
and approval by the Council. Passed and adopted by Adak City Council this A 4& day of --2004. 4&3&/F~& /X{%/Mike Swetzof, Vice Mayor /Attest: -urg, City ~ l & k @' Page 2
CERTIFICATE I, Felicity Flensburg, Clerk of the City of Adak (the "City"), HEREBY CERTIFY that the document attached hereto is a true and correct copy of Resolution No. 2004-19 of the
City of Adak adopted by the City Council at a meeting duly called and held on November 19,2004 and that said Resolution No. 2004-19 has not been modified, amended, repealed or rescinded,
but is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have executed this certificate this 1st day of December 2004.
City of Adak Adak, Alaska Resolution No. 2004-19 A RESOLUTION OF THE ClTY COUNCIL OF THE ClTY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE ClTY OF ADAK
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN,
CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL THERETO, AND TO PAY THE COSTS OF BOND ISSUANCE; FIXING CERTAIN COVENANTS AND PROTECTIVE
PROVISIONS SAFEGUARDING THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS; AND PROVIDING FOR OTHER RELATED MATTERS. WHEREAS, the City of Adak, Alaska (the "City") is a second
class city of the State of Alaska; and WHEREAS, the City owns, operates and maintains a harbor system, including small boat harbor facilities, which is in need of certain additions,
improvements and extensions; and WHEREAS, at an election held in the City, on January 6, 2004, the number and proportion of qualified voters of the City as required by law for the adoption
thereof voted in favor of a proposition authorizing the issuance of general obligation bonds of the City in an aggregate principal amount not to exceed $1,500,000 to pay the cost to
acquire, plan, design, construct, improve and equip the small boat harbor facilities, and authorizing all things incidental thereto (the "Project") as authorized by Ordinance 03-2003-1
1 of the City passed on November 11,2003 (the "Election Ordinance"); and WHEREAS, there is now outstanding the Citycs Bond Anticipation Note, which was authorized under Resolution No.
2004-16 of the City in the principal amount of $905,000, maturing upon the issuance of the Ci ty~sG eneral Obligation Bonds, 2004 authorized to be issued by this Resolution (the "Bonds");
and
WHEREAS, the Council finds that it is necessary and appropriate to delegate to the City Manager the authority to determine the maturity amounts, interest rates and other details of the
Bonds, and to determine other matters pertaining to the Bonds that are not provided for in this Resolution; and WHEREAS, there has been presented to the City the form of a Loan Agreement
between the Alaska Municipal Bond Bank and the City to provide for a loan to the City to be used for the refunding of the Bond Anticipation Note and to provide additional funds for the
Project and costs of issuance. NOW, THEREFORE, THE CITY OF ADAK, ALASKA, RESOLVES, as follows: 1) Definitions The following terms shall have the following meanings in this resolution:
a) "Bond" or "Bonds" means any of the City of Adak, Alaska, General Obligation Bonds, 2004, the issuance and sale of which are authorized herein. b) "Bond Anticipation Note" means the
note issued by the City of Adak in the principal amount of $905,000 in anticipation of the issuance of the Bonds. c) "Bond Bank" means the Alaska Municipal Bond Bank, a public corporation
of the State of Alaska. d) "Bond Bank Bonds" means the General Obligation Bonds, 2004 Series D of the Bond Bank. e) "Bond Reqister" means the registration books maintained by the Registrar,
which include the names and addresses of the Registered Owners of the Bonds or their nominees. f) "C&" means the City of Adak, a second class city of the State of Alaska, organized under
Title 29 of the Alaska Statutes. g) "Citv Manaqer" means the Manger of the City, and any person duly authorized to act in that capacity as Interim City Manager or Acting City Manager.
h) "=I means the Internal Revenue Code of 1986, as amended from time to time, together with all regulations applicable thereto. i) "Council" means the Council of the City of Adak, as
the general legislative authority of the City of Adak, as the same shall be duly and regularly constituted from time to time. j) "Loan Aqreement" means the Loan Agreement between the
City and the Bond Bank that provides for the refunding of the Bond Anticipation Note and provides for additional funds for the Project. k) "Reqistered Owner" means the person named as
the registered owner of a Bond in the Bond Register. I) "Reqistrar" means the registrar for the Bonds appointed by the City. m) "Resolution" means this Resolution N o ~ a M othfe City.
2) Authorization of Bonds and Purpose of Issuance For the purpose of refunding the Bond Anticipation Note, acquiring, planning, designing, constructing, improving and equipping the small
boat harbor facilities owned by the City in the manner set forth hereinafter and in the Loan Agreement, the City hereby authorizes and determines to issue and sell the Bonds in an aggregate
principal amount to be determined by the City Manager but not to exceed $1,500,000. 3) Obliqation of Bonds The Bonds shall be direct and general obligations of the City, and the full
faith and credit of the City are hereby pledged to the payment of the principal of and interest on the Bonds. The City hereby irrevocably pledges and covenants that it will levy and
collect taxes upon all taxable property within the City without limitation as to rate or amount, in amounts sufficient, together with other funds legally available therefore, to pay
the principal of and interest on the Bonds as the same become due and payable. 4) Desiqnation, Maturities, Interest Rates, and Other Details of Bonds The Bonds shall be designated "City
of Adak, Alaska, General Obligation Bonds, 2004." The Bonds shall be in the denomination of $5,000 or any integral multiple thereof, shall be numbered separately in the manner and with
such additional additional designation as the Registrar deems necessary for purposes of identification, and
may have endorsed thereon such legends or text as may be necessary or appropriate to conform to the rules and regulations of any governmental authority or any usage or requirement of
law with respect thereto. A portion of the principal of the Bonds shall mature annually commencing on or after November I, 2005 and continuing no later than November I, 2024. The Bonds
shall bear interest from their date, payable commencing on a date on or after May 1, 2005, and semi-annually thereafter in each year. Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The dated date, the principal and interest payment dates, the aggregate principal amount, the principal amount of each maturity, and the interest
rates on the Bonds shall be determined at the time of execution of the Loan Agreement under Section 17. 5) Optional Redemption. The Bonds are subject to redemption, and shall be redeemed,
on the date, in the amount and under the circumstances as provided by the Bond Bank Bonds and and Loan Agreement. 6) Selection of Bonds for Redem~tionN: otice of Redemption. a) Selection
of Bonds for Redemption. As long as the Bond Bank is the Registered Owner of the Bonds, the selection of Bonds to be redeemed shall be made as provided in the Loan Agreement. If the
Bond Bank is no longer the Registered Owner of the Bonds, the selection of Bonds to be redeemed shall be made as provided in this subsection (A). If the City redeems at any one time
fewer than all of the Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot (or in such other manner
determined by the Registrar) in increments of $5,000. In the case of a Bond of a denomination greater than $5,000, the City shall treat such Bond as representing such number of separate
Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount of such Bond by $5,000. In the event that only a portion of the principal amount of a
Bond is redeemed, upon surrender of such Bond at the office of the Registrar there shall be issued to the Registered Owner, without charge therefore, for the then unredeemed balance
of the principal sum thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest rate in any of the denominations authorized herein. b) Notice of Redemption.
As long as the Bond Bank is the Registered Owner of the Bonds, notice of any intended redemption of Bonds shall be given as provided in the Loan Agreement. If the Bond Bank is no longer
the Registered Owner of the
Bonds, notice of any intended redemption of Bonds shall be given as hereinafter provided. Notice of redemption shall be mailed not less than 30 days or more than 45 days prior to the
date fixed for redemption by first class mail to Registered Owners of the Bonds to be redeemed at their addresses as they appear on the Bond Register on the day the notice is mailed.
Notice of redemption shall be deemed to have been given when the notice is mailed as herein provided, whether or not it is actually received by the Registered Owners. All notices of
redemption shall be dated and shall state: (1) the redemption date; (2) the redemption price; (3) if fewer than all outstanding Bonds are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (4) that on the redemption date the redemption price will become due and payable upon each
such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (5) the place where such Bonds are to be surrendered
for payment of the redemption price, which place of payment shall be the office of the Registrar. Official notice of redemption having been given, the Bonds or portions of Bonds to be
redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date, such Bonds or portions of Bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid at the redemption price. Installments of interest due on or prior
to the redemption date shall be payable as herein provided for payment of interest. Upon surrender of any Bond for partial redemption, there shall be prepared for the Registered Owner
a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued.
Each check or other transfer of funds issued to pay the redemption price of Bonds shall bear the CUSlP number, if any, identifying, by maturity, the Bonds being redeemed with the proceeds
of such check or other transfer.
7) Form of Bond. Each Bond shall be in substantially the following form, with such variations, omissions and insertions as may be required or permitted by this Resolution: UNITED STATES
OF AMERICA STATE OF ALASKA CITY OF ADAK (A Second Class City of the State of Alaska) NO. -GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Adak (the "City"),
a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns,
the Principal Amount indicated above in the following installments on November I of each of the following years, and to pay interest on such installments from the date hereof, payable
on November 1, 2005 and semiannually thereafter on the 1st days of May and November of each year, at the rates per annum as follows: Principal Month and Year Amount Interest -Rate For
so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond
Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments of principal and interest on this Bond shall
be paid by check or draft mailed
by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided, that the final installment
of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States of America which, on the
respective dates of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004 of the City of Adak, Alaska,
of like tenor and effect except as to interest rate, serial number and maturity, aggregating $ in principal amount, and constituting Bonds authorized for the purpose of refunding the
Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. -of the City entitled: A RESOLUTION OF THE ClTY COUNCIL OF
THE ClTY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE ClTY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING
AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL
THINGS INCIDENTAL THERETO, AND TO PAY THE COSTS OF BOND ISSUANCE; FIXING CERTAIN COVENANTS AND PROTECTIVE PROVISIONS SAFEGUARDING THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID
BONDS; AND PROVIDING FOR OTHER RELATED MATTERS. (the "Resolution"). The Bond is subject to redemption as provided in the City of Ad a k ~ sR esolution No. -. This Bond is transferable
as provided in the Resolution, (i) only upon the bond register of the City, and (ii) upon surrender of this Bond together with a written instrument of transfer duly executed by the registered
owner or the duly authorized attorney of the registered owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and maturity shall be issued
to the transferee in
exchange therefore ed in the Resolution and upon the payment of charges, if any, as therein prescribed. The City may treat and consider the person in whose name this Bond is registered
as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price, if any, hereof and interest due hereon and for all other purposes
whatsoever. This Bond is a general obligation of the City of Adak, and the full faith and credit of the City are pledged for the payment of the principal of and interest on the Bond
as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by the constitution or statutes of the State of Alaska and the ordinances
of the City to exist, to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed, and that the series of Bonds
of which this is one, together with all other indebtedness of the City, is within every debt and other limit prescribed by said constitution, statutes, or ordinances. IN WITNESS WHEREOF,
THE CITY OF ADAK, ALASKA, has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its City Manager and its corporate seal (or a facsimile
thereof) to be impressed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Clerk, all as of the day of ,2004. STEVEN HINES, City Manager Attest:
Felicity Flensburg, City Clerk [SEAL] 8) Execution. The Bonds shall be executed in the name of the City by the City Manger or his designee, and its corporate seal shall be impressed
or otherwise reproduced thereon and attested by the City Clerk. The execution of a Bond on behalf of the City by persons who atthe time of the execution are duly authorized to hold the
proper offices shall be valid and sufficient for all purposes, although any such person shall have ceased to hold office at the time of authentication of the Bond or shall not have held
office on the date of the Bond.
9) Payment of Princi~aal nd Interest. The Bonds shall be payable in lawful money of the United States of America which at the time of payment is legal tender for the payment of public
and private debts. As long as the Bond Bank is the Registered Owner of the Bonds, payment of principal and interest on the Bonds shall be made as provided in the Loan Agreement. If the
Bond Bank is no longer the Registered Owner of the Bonds, installments of principal and interest on the Bonds shall be paid by check mailed by first class mail to the Registered Owner
as of the fifteenth day of the month preceding each installment payment date at the address appearing on the Bond Register; provided that the final installment of principal and interest
on a Bond shall be payable upon presentation and surrender of the Bond by the Registered Owner at the office of the Registrar. 10) Reaistration. The Bonds shall be issued only in registered
form as to both princi~aal nd interest. The City designates the Treasurer as Registrar for the Bonds. he degistrar shall keep, or cause to be kept, the Bond ~ e ~ i s t eat; the principal
office of the City. The City covenants that, until all Bonds have been surrendered and canceled, it will maintain a system for recording the ownership of each Bond that complies with
the provisions of Section 149 of the Code. The City and the Registrar may treat the person in whose name any Bond shall be registered as the absolute owner of such Bond for all purposes,
whether or not the Bond shall be overdue, and all payments of principal of and interest on a Bond made to the Registered Owner thereof or upon its order shall be valid and effectual
to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Registrar shall be affected by any notice to the contrary.
11) Transfer and Exchanae. Bonds shall be transferred only upon the books for the registration and transfer of Bonds kept at the office of the Registrar. Upon surrender for transfer
or exchange of any Bond at such office, with a written instrument of transfer or authorization for exchange in form and with guaranty of signature satisfactory to the Registrar, duly
executed by the Registered Owner or the duly authorized attorney of the Registered Owner, the City shall execute and deliver an equal aggregate principal amount of Bonds of the same
maturity of any authorized denominations, subject to such reasonable regulations as the City may prescribe and upon payment sufficient to reimburse it for any tax, fee or other governmental
charge required to be paid in connection with such transfer or exchange. All Bonds surrendered for transfer or exchange shall be canceled by the Registrar. 12) Bonds Mutilated, Destroyed,
Stolen or Lost. Upon surrender to the Registrar of a mutilated Bond, the City shall execute and deliver a new Bond of like maturity and principal amount. Upon filing with the Registrar
of evidence satisfactory to the City that a Bond has been destroyed, stolen or lost and of the ownership thereof, and upon furnishing the City with indemnity satisfactory to it, the
City shall execute and deliver a
new Bond of like maturity and principal amount. The person requesting the execution and delivery of a new Bond under this section shall comply with such other reasonable regulations
as the City may prescribe and pay such expenses as the City may incur in connection therewith. 13) JRESERVED]. 14) Tax Covenants. The City covenants to comply with any and all applicable
requirements set forth in the Code in effect from time to time to the extent that such compliance shall be necessary for the exclusion of the interest on the Bonds from gross income
for federal income tax purposes. The City covenants that it will make no use of the proceeds of the Bonds which will cause the Bonds or the Refunded Bonds to be "arbitrage bonds" subject
to federal income taxation by reason of section 148 of the Code. 15) Amendatow and Supplemental Resolutions, a) The Council from time to time and at any time may adopt a resolution or
resolutions supplemental hereto, which resolution or resolutions thereafter shall become a part of this resolution, for any one or more of the following purposes: i) To add to the covenants
and agreements of the City in this Resolution, other covenants and agreements thereafter to be observed or to surrender any right or power herein reserved to or conferred upon the City.
ii) To make such provisions for the purpose of curing any ambiguities or of curing, correcting or supplementing any defective provision contained in this Resolution or in regard to matters
or questions arising under this Resolution as the Council may deem necessary or desirable and not inconsistent with this Resolution and which shall not adversely affect the interests
of the Registered Owners of the Bonds. Any such supplemental resolution may be adopted without the consent of the Registered Owner of any of the Bonds at any time outstanding, notwithstanding
any of the provisions of subsection (B) of this section. b) With the consent of the Registered Owners of not less than 60 percent in aggregate principal amount of the Bonds at the time
outstanding, the Council may adopt a resolution or resolutions supplemental hereto for the purpose of adding any provisions to or changing in any manner' or eliminating any of the provisions
of this Resolution or of
any supplemental resolution; provided, however, that no such supplemental resolution shall: i) extend the fixed maturity of any of the Bonds, or reduce the rate of interest thereon,
or extend the time of payments of interest from their due date, or reduce the amount of the principal thereof, or reduce any premium payable on the redemption thereof, without the consent
of the Registered Owners of each Bond so affected: or ii) reduce the aforesaid percentage of Registered Owners of Bonds required to approve any such supplemental resolution without the
consent of the Registered Owners of all of the Bonds then outstanding. It shall not be necessary for the consent of the Registered Owners of the Bonds under this subsection to approve
the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent approves the substance thereof. c) Upon the adoption of any supplemental resolution
under this section, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the
City and all Registered Owners of outstanding Bonds shall thereafter be subject in all respects to such modification and amendment, and all the terms and conditions of the supplemental
resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. d) Bonds executed and delivered after the execution of any supplemental
resolution adopted under this section may bear a notation as to any matter provided for in such supplemental resolution, and if such supplemental resolution shall so provide, new Bonds
modified so as to conform, in the opinion of the City, to any modification of this Resolution contained in any such supplemental resolution may be prepared by the City and delivered
without cost to the Registered Owners of the Bonds
then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts. 16) Defeasance. In the event money and/or non-callable direct obligations of, or
obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America or an agency or instrumentality of the United States
of America, maturing at such times and bearing interest to be earned thereon in amounts sufficient to redeem and retire any or all of the Bonds in accordance with their terms are set
aside in a special trust account to effect such redemption or
retirement and such moneys and the principal of and interest on such obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made to pay
or secure the payment of the principal of and interest on such Bonds and such Bonds shall be deemed not to be outstanding. 17) Exchanqe of Bonds; Loan Aareement. The Bonds shall be delivered
to the Bond Bank in exchanae for the Bond Anticioation Note and additional funds for the Project. The Council i a s determines that ii is in the best interest of the City to delegate
the authority to approve the terms of the Bonds as provided herein. Therefore, the City Manager is hereby authorized to determine, among other things, the aggregate principal amount,
maturity amounts, interest rates, yields, dated date, principal and interest payment dates, and redemption terms, if any, for the Bonds, so that such terms of the Bonds conform to the
terms of the corresponding Bond Bank Bonds; provided that (i) the principal amount of each maturity maturity of the Bonds shall not exceed the principal amount of the portion of the
corresponding maturity of the Bond Bank Bonds that is allocated to the making of a loan to the City; and (ii) the interest rate on each maturity of the Bonds shall not exceed the interest
rate on the corresponding maturity of the Bond Bank Bonds. Based upon the foregoing determinations, City Manager is authorized to execute the Loan Agreement, in substantially the form
presented at this meeting. The authority granted to the City Manager by this section shall expire 180 days after the effective date of this Resolution. If the City Manager has not executed
the Loan Agreement within 180 days from the effective date of this Resolution, the Loan Agreement may not be executed on behalf of the City without further authorization from the Council.
18) Official Statement. The information in the preliminary Official Statement relating to the City and the Bonds is hereby ratified. The City Manager is hereby authorized to approve
the form of the final Official Statement for the Bond Bank Bonds as it pertains to the City and the Bonds. 19) Authoritv of Officers. The City Manager is authorized and directed to do
and perform all things and determine all matters not determined by this Resolution, to the end that the City may carry out its obligations under the Bonds and this Resolution.
20) Miscellaneous. a) All payments made by the City of, or on account of, the principal of or interest on the Bonds shall be made on the several Bonds ratably and in proportion to the
amount due thereon, respectively, for principal or interest as the case may be. b) No recourse shall be had for the payment of the principal of or the interest on the Bonds or for any
claim based thereon or on this Resolution against any member of the Council or officer of the City or any person executing the Bonds. The Bonds are not and shall not be in any way a
debt or liability of the State of Alaska or of any political subdivision thereof, except the City, and do not and shall not create or constitute an indebtedness or obligation, either
legal, moral or otherwise, of said state or of any political subdivision thereof, except the City. 21) Continuinq Disclosure. The City hereby covenants and agrees that it will execute
and carry out all of the provisions of a Continuing Disclosure Certificate in form and substance satisfactory to the Bond Bank. ~otwithstandinga ny other provision of this Resolution,
failure of the Citv to com~l vw ith the Continuina Disclosure Certificate shall not be considered a defauli of the city's obligations undeFthis Resolution or the Bonds; however, the
beneficial owner of any Bond or Bond Bank Bond may bring an action for specific performance, to cause the City to comply with its obligations under this section. 22) Severability. If
any one or more of the provisions of this Resolution shall be declared by any court of competent jurisdiction to be contrary to law, then such provision shall be null and void and shall
be deemed separable from the remaining provisions of this Resolution and shall in no way affect the validity of the other provisions of this Resolution or of the Bonds. 23) Effective
Date. This resolution shall take effect upon adoption by the Adak City Council. Passed and adopted by Adak City Council this /(p day of 11 /mem &A' ,2004. ~ < & Q -47 GL"~ Vincent Tutiakoff
Sr., Mayor [/V Attest
: CERTIFICATE AS TO ARBITRAGE $1,500,000 City of Adak, Alaska 2004 General Obligation Bonds I, STEVEN HINES, City Manager of the City of Adak (the "Issuer"), hereby state that, as of
the date hereof, the lssuer reasonably expects the following regarding the amount and use of the gross proceeds of the City of Adak, Alaska,2004 General Obligation Bonds (the "Bonds").
I. Preliminarv Matters 1. Puroose of Certificate. This Certificate is provided pursuant to 51.148-2(b)(2)(1) of the Income Tax Regulations. 2. Officer of lssuer. I am an officer of the
lssuer responsible for issuing the Bond. To the best of my knowledge, information and belief, the expectations of the lssuer stated herein are reasonable. 3. Definitions. All capitalized
terms not otherwise defined herein shall have the meanings provided in Resolution 2004-19 of the lssuer adopted November 19, 2004 (the "Resolution"). Any other terms shall have the meanings
ascribed to them in 3103 and 55141 through 150 of the lntemal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder (the "Code"). II. Authorization and Governmental
Puroose of the Issue 1. Authorization and Puroose. The Bonds are authorized by the Resolution. and pursuant to the laws of the State of Alaska, and are issued to evidence the debt of
the lssuer pursuant to a Loan Agreement dated as of December 1, 2004 (the "Loan Agreement") between the lssuer and the Alaska Municipal Bond Bank (the "Bond Bank"). The Bond Bank is
purchasing the Bonds with the proceeds of its General Obligation Bonds, 2004 Series D (the "Series D Bonds"). The Bonds are being issued for the following purposes: (a) to provide funds
to pay the cost of capital improvements to the harbor system owned by the lssuer (the "Project") and to retire the Issuer's Bond Anticipation Note that was issued for that purpose and
is currently outstanding; (b) to pay issuance costs of the Bond. 2. No Overissuance. The total amount of the proceeds of the Bonds will not exceed thetotal amount necessaryforthegovernmental
purposes of the Bonds.
Ill. Sources and Uses of Sale Proceeds of the Bonds 1. Sale Proceeds. The total amount of sale proceeds of the Bonds is $1,516,128.26, consisting of $1,500,000 the face amount of the
Bonds and $16,128.26 in premium. There is no direct monetary benefit, such as a rebate of bond insurance premium, surety bond premium or letter of creditfee, being received by the lssuer
in connection with the issuance of the Bonds. 2. Allocation of Sale Proceeds. The sale proceeds of the Bonds will be allocated as follows: (a) No more than $75,806.41 will be allocated
to expenditures for issuance costs of the Bond; (b) $905,000, plus accrued interest, will be allocated to retire the Issuer's Bond Anticipation Note that was issued to pay for Project
costs and is currently outstanding; (c) The premium portion of the sale proceeds will be expended to pay principal and interest on the Bonds at the earliest available opportunity; and
(d) The remainderwill be allocated to expenditures for costs of the Project. IV. Reolacement Proceeds 1. Bond Not Outstandina Lonaer Than Necessaw. All of the net sale proceeds ($1,440,322.85,
consisting of $1,516,128.26 of sale proceeds less a de minimis amount equal to the lesser of $100,000 or 5% of the sale proceeds) of the Bonds will be used to finance capital expenditures
for the Project. The portion of the Bonds that is to be used to finance capital expenditures for the Project will not be outstanding for a period longer than 120% of the average reasonably
expected economic life of the Project. 2. Bona Fide Debt Service Fund. The lssuer will establish a fund that is used primarily to achieve a proper matching of revenuesof the lssuerwith
principal and interest payments on Parity Bonds, including the Bonds, within each bond year and will deposit money into that fund from time to time as necessary for such purposes. The
Issuer will deplete amounts in this fund allocable to the Bonds at least once each bond year, except for a reasonable carryover amount not exceeding the greaterof (a) the earnings on
the fund allocable to the Bonds for the City of Adak, Alaska a04 General Obligafion Bonds Certificate as to Arbitrage I:IDoc5\5674O6OI\CERTFlCATEASTOARBIT~GE..*pl Page 2
immediately preceding bond year, or (b) one-twelfth of the principal and interest payment on the Bonds for the immediately preceding bond year. 3. No Other Replacement Proceeds. Other
than amounts specifically identified as replacement proceeds of the Bond in this Certificate, there are no amounts (including without limitation sinking funds, pledged funds and other
replacement proceeds) that (i) are held by or derived from the lssuer, any related party to the lssuer, or the State of Alaska; and (ii) have a sufficiently direct nexus to the Bonds
or to the governmental purpme of the Bonds to conclude that the amounts would have been used for that governmental purpose if the proceeds of the Bonds were not used or to be used for
that governmental purpose. V. T e m ~ o r Ianv~e stment Period for Ca~i taPl roiects 1. Capital Expenditures. All proceeds of the Bonds not allocated to retire the Bond Anticipation
Note or to pay costs of issuance or debt sewice on the Bonds will be allocated to capital expenditures. 2. Temoorarv Period Tests. The lssuer has incurred orwithin sixmonths of the date
hereof will incur a substantial binding obligation (which does not have a contingency within the control of the lssuer or a related party) to a third party to spend at least five percent
of the net sale proceeds of the Bonds on costs nf the Project. Completion of the Project and the allocation of net sale proceeds of the Bonds to expenditures will proceed with due diligence.
The lssuer will expend at least 85% of the net sale proceeds of the Bonds and the amounts received from the investment thereof by December 1.2007 VI. Yield Limitations on lnvestments
of Gross Proceeds of the Bonds 1. lnvestments Without Yield Limitation. The following gross proceeds of the Bonds may be invested without yield limitation: (a) Amounts to be allocated
to expenditures for costs of the Project may be invested without yield limitation for a period not to exceed three years from the date hereof. (b) Amounts in the fund described in IV.
2 hereof and allocated to the Bonds may be invested without yield limitation for a period not to exceed 13 months from the date of their deposit therein. 2. InvestmentsSubiect to Yield
Limitation. Gross proceeds of the Bonds that cannot be invested without yield limitation underthis section will be invested at City of Adak, Alaska 2004 Geneml Obligation Bonds CeNflcade
as fo Arbitrage I:\Dacr\5674ffiOliCERIF1U\TEA5TD*RBITR40El@Page 3
VII. VIII. IX. X. a yield, computed in the manner described in Section V11.2, which is not in excess of the yield on the Bond by more than .125%. Com~utationo f Yield 1. Com~utationo
f Yield on Bonds. For purposes of this Certificate, the yield on the Bonds is deemed to be equal to the yield on the Series D Bonds. For the purpose of calculating the yield on the Series
D Bonds, the purchase price of the Series D Bonds is the initial offering price of the Series D Bonds to the public (excluding bond houses, brokets, and other intermediaries) at which
price at least 10% of the Series D Bonds were sold. The yield on the Series D Bonds has been determined to be4.0007%. Such determinationas to yjeld has been made by Western Financial
Group, LLC and has been based on the representations made to the Issuer by Wells Fargo Brokerage Services, LLC, as to the offering prices at which a substantial amount of the Series
D Bonds were sold. 2. Com~utationo f Yield on Investments. The yield on an investment allocated to an issue is the discount rate that, when used in computing the present value as of
the date the investment is first allocated to the issue of all unconditionally payable receipts from the investment, produces an amount equal to the present value of all unconditionally
payable payments for the investment. The frequency of compounding interest that is used to calculate yields on investmentsallocated to the Bond is thesame as that used to calculate the
yield on the Series D Bonds. Arbitraqe Rebate The Issuer will not issue during the calendar year 2004 more than $5,000.000 aggregate principal amount of tax-exempt bonds other than private
activity bonds as said terms are used in Section 148(f)(4)(C) of the Code. Hedqe Bond Representations 85% of the spendable proceeds of the Bonds will be used to carry out the governmental
purposes of the Bond within the three-year period beginning on the date hereof. Not more than 50% of the proceeds of the Bond will be invested in nonpurpose investments (as defined in
Section 148(148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or more. City of Adak, Alaska 2004 General Obligation Bonds Certificate as to hitrage I:Wocri56740601iCERT
FiCATE AST0ARBITRRGE.wpd Page 4
None of the proceeds of the Bonds will be applied to reimburse the lssuer for expenditures paid before the date hereof, except: (a) Preliminaryexpendituressuch as architectural, engineering,
surveying. soil testing, bond issuance costs and similar costs that, in the aggregate, are not in excess of 20% of the sale proceeds of the Bonds. The costs of land acquisition, site
preparation andsimilar costs incidentto commencement of construction are not preliminary expenditures. (b) Expendituresfor issuance costs or for an amount of expenditures that is not
in excess of the lesser of (a) five percent of the sale proceeds of the Bonds or (b) $100,000. (c) Expenditures that are described in a reimbursement resolution or other declaration
of official intent that satisfy the requirements of Section 1.150-2 of the Income Tax Regulations and are paid no earlier than 60 days prior to the adoption of such resolution or declaration
of official intent and are reimbursed with the proceeds of the Bond no later than 18 months after the later of (i) the date on which the expenditure was paid or (ii) the date on which
the property financed in whole or in part by the expenditure was placed in service, but in any event not later than three years after the date on which the expenditure is made. (d) Expendituresthat
are paid within 60 days priorto November 19,2004. XI. General Representations 1. Other Obliaations. There are no other obligations of the lssuer which are sold at substantially the same
time as the Bonds, are sold pursuant to a common plan of financing together with the Bonds, and are reasonably expected to be paid out of substantially the same source of funds as the
Bonds. 2. Abusive Transactions. The Bonds are not and will not be part of a transaction or series of transactions that attempt to circumvent the provisions of Section 148 of the Code
and the regulations thereunder by (i) enabling the lssuer to exploit the difference between tax exempt and taxable interest rates to gain a material financial advantage, or (ii) overburdening
the tax exempt bond market. The lssuer has covenanted that it will make no use or investment of the proceeds of the Bonds which will cause the Bonds to be "arbitrage bonds" subject to
federal income taxation under the Code. City of Adak. Alaska M04 General Obligalion Bonds Certificate as to Arbilrage 1:\0osriSb710601~CERTFlCATAES TOARBITPAGEwld Page 5
DATED this 1st day of December 2004. CITY OF ADAK City of Adak. Alaska 2004 General Obligation Bonds Certificale as to &bitrage I:\D~~~IM~~D~O~KEIITF~CATEASTOARBITWGE.W~ Steven Hines
City Manager Page 6
CERTIFICATE OF DELIVERY AND PAYMENT I, Steven Hines, City Manager of the City of Adak (the "Issuer"), a second class city of the State of Alaska, HEREBY CERTIFY that on the 1st day of
December 2004, 1 caused to be delivered to the Alaska Municipal Bond Bank (the "Bond Bank") $1,500,000 City of Adak, Alaska 2004 General Obligation Bonds (the "Bonds") duly executed
by or on behalf of the City of Adak, and that at the time of deliveryof the Bonds, I received from the Bond Bank as payment in full for the Bonds the amount of $610,086.89 (consisting
of the principal amount of the Bonds plus a purchase premium equal to $16,128.26 less $906.041.37 paid to the Bond Bank to retire the issuer's Bond Anticipation Note issued October 20,2004
). IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of December 2004. Steven Hines City Manager RECEIPT OF BONDS The undersigned acknowledges receipt of the City of Adak,
Alaska, 2004 General Obligation Bonds, in the principal amount of $1,500,000. DATED this 1st day of December 2004. ALASKA MUNlCl B ~xdcutiveD irector
SIGNATURE IDENTIFICATION AND NO LITIGATION CERTIFICATE We, the duly appointed, qualified, City Manager and City Clerk, respectively, of the City of Adak, Alaska (the"lssuer"), DO HEREBY
CERTIFY that the following described the City of Adak, Alaska 2004 General Obligation Bonds (the "Bonds") of the lssuer bears our true and manual signatures. The Bonds are in the total
principal amount of $1,500,000. The Bonds are dated December 1, 2004, and are in fully registered form, bear interest at the rates per annum set forth in the Bonds, payable on November
1,2005, and semiannually thereafter on the first days of May and November, and mature on November 1 in the years and amounts stated in the Bonds. WE FURTHER CERTIFY that there is no
controversy or litigation pending, or to the best of our knowledge threatened, affecting the issuance and delivery of the Bonds, the validity of the ~onds,-thec orporate existence of
the lssuer orthe title of the present officers of the lssuer to their respective offices, and that no no authority or proceedings pertaining to the issuance of the Bonds has or have
been repealed, revoked or rescinded. IN WITNESS WHEREOF, we have hereto affixed our signatures this 1st day of December 2004. Siqnature Titie Steven Hines, City Manager Felicity Flensburg,
City Clerk
Gordon J Tans i,~iosl-9: 07.279-856 1 rruxL: GTans@prrkinscoie.com 1029 West Third Avenue, Suite 3 0 0 Anchorage, AK ggso1-?g81 FIIONE: go7.27g.8561 FAX: go7q6.3108 wwwpcrkinrroie.com
December 1,2004 Board of Directors Alaska Municipal Bond Bank State Office Building, 1 ith Floor 333 Willoughby Juneau, Alaska 9981 1 Re: City of Adak General Obligation Bond Dear Ladies
and Gentlemen: We are the duly appointed City Attorney of the City of Adak, Alaska (the "lssuer"). This opinion is given in connection with the issuance of $1,500,000 of General Obligation
Bonds, (the "Bonds"). We understand that the Bonds will be sold to the Alaska Municipal Bond Bank pursuant to a Loan Agreement between the Alaska Municipal Bond Bank and the Issuer dated
December 1,2004 (the "Loan Agreement"). We are of the opinion that: 1) The Issuer has taken all steps necessary to authorize the execution of the Loan Agreement and the Bonds and no
further actions need be taken for such authorization. The Loan Agreement and the Bonds, when executed, will be valid and enforceable against the Issuer in accordance with their terms.
This opinion is subject, in respect of enforceability, to applicable Bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors' rights
generally from time to time, to the application of equitable principles, and to the exercise of judicial discretion. The execution and delivery of the Loan Agreement and the performance
by the Issuer of the terms and conditions of the Loan Agreement, including the issuance, sale and delivery of the Bonds, do not and will not conflict with or constitute a breach of,
or a default under, any existing law (including, without limitation, the Constitution of the State of Alaska), any court or administrative regulation, decree or order, nor to our knowledge
any agreement, indenture, mortgage, lease or other instrument to which the Issuer is a party or is otherwise subject or bound. ANCllORAGE . BCIIINC . U I L L I V U E . BOlSC . C H I
C A G O D E N V E R IiONG KONG . LO8 ANCELES MENLO P A R K . O L Y M P I A . I'ORTLAND ShN FRANCISCO. SLATTLt . SPOKANE -WASHINGTON. D.C. Perkins Coie LLP (Perkins Coie r i c in Illinois)
December 1,2004 Page 2 2) To our knowledge, no litigation is pending or threatened against the Issuer in any court (i) to restrain or enjoin the sale or delivery of the Bonds or of other
Bonds or notes of the Issuer similar to the Bonds; (ii) in any manner questioning the authority of the Issuer to issue, or the issuance, validity, or payment of principal of or interest
on, the Bonds or such other Bonds or notes; (iii) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the issuance of the Bonds; (iv) affecting
the provisions made for the payment or security of the Bonds; (v) which might in any material respect adversely affect the transactions contemplated in the Loan Agreement; or (vi) affecting
the corporate existence of the Issuer, or the titles of its officers to their respective offices. 3) Other than the litigation listed below, to our knowledge there is no other litigation
pending or threatened against the Issuer or involving the property or assets of or or under control of the Issuer, which, whether individually or in the aggregate, involves the possibility
of any judgment or uninsured liability which may result in any material change in the revenues properties or assets, or in the condition, financial or otherwise, of the Issuer. Litigation
pending regarding the Issuer's public utilities: Dnvisoii 11. City of Arlnk, A04-01 14 Civil (RRB). Mr. Davison, an individual, is claiming that he entered into an implied-in-fact contract
with the City of Adak "to develop a power facility, giving [Davison] the exclusive rights to conform the power facility to public use and to operate the power facility thereafter for
the next ten years." Davison claims that he began performance and that the City breached the alleged contract. Davison also claims a breach of implied covenant of good faith and fair
dealing in connection with the alleged contract. Davison is requesting money damages in the amount of five million dollars, an award of his attorney fees and such other relief that the
court deems just and equitable. Vextruly yours, &&rJdConW J T ans cc: Steve Hines, City Manager
CONTINUING DISCLOSURE CERTIFICATE The City of Adak, Alaska (the "City") executes and delivers this Continuing Disclosure Certificate (the "Disclosure Certificate") in connection with
the issuance of $13,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "Bonds"). The Bonds are being issued under the General Bond Resolution of the Alaska
Municipal Bond Bank (the "lssuer") adopted May 27, 1976, as amended, (the "General Resolution") and a Resolution of the lssuer entitled, "A Series Resolution Authorizing the Issuance
of General Obligation Bonds, 2004 Series D, of the Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters," adopted November 3. 2004 (together
with the General Resolution, the "Resolutions"). The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. The City is executing and delivering this
Disclosure Certificate for the benefit of the Beneficial Owners of the Bonds, and to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).
The City is an "Obligated Person" within the meaning of the Rule. Section 2. Definitions. In addition to the definitions set forth in the Resolutions, which apply to any capitalized
term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual
Report provided by the City pursuant to, and as described in, Section 3 of this Disclosure Certificate. "City" means the City of Adak, Alaska. "Fiscal Year" means the fiscal yearof the
City (currently the 12-month period ending June 30) as such fiscal year may be changed from time to time as required by State law and the City's ordinances. "Issuer" means the Alaska
Municipal Bond Bank "NRMSIR means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The NRMSIRs, as of the date hereof, are listed in Attachment
A. "Participating Underwriter" means any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds. "Repository" means each
NRMSIR and the SID. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended from time to time. "SID" means
any public or private repository or entity designated by the State of
Alaska as a state depository for the purposes of the Rule. Currently there is no SID. Section 3. Provision of Annual Reports and Financial Statements. Commencing with its Fiscal Year
ending June 30, 2004, the City will provide to each Repository the following: (a) Not later than 180 days after the end of each Fiscal Year, an Annual Report for the Fiscal Year. The
Annual Report shall contain or incorporate by reference the following annual financial information and operating data (i) annual financial statements for the City, prepared in accordance
with generally accepted accounting principles applicable to governmental entities, as such principles may be changed from time to time: (ii) financial information generally of the type
included in Appendix E of the Official Statement; (iii) a statement of authorized, issued, and outstanding general obligation debt of the City; (iv) the assessed value of the property
within the City subject to ad valorem taxation; and (v) ad valorem tax levy rates and amounts and percentages of taxes collected. Any or all of these items may be incorporated by reference
from official statements of debt issues of the City that are available from the Municipal Securities Rulemaking Board, and from other documents which have been submitted to the Repositories
or the Securities and Exchange Commission. The City shall clearly identify each such other document so incorporated by reference. The Annual Report may be submitted as a single document
or as separate documents comprising a package, provided that audited financial statements of the City may be submitted separately from the remainder of the Annual Report. (b) If not
provided as part of the Annual Report, then promptly upon their public release, the audited financial statements of the City for each Fiscal Year, prepared in accordance with generally
accepted accounting principles applicable to governmental entities, as such principles may be changed from time to time. Any filing required underthe terms of this Disclosure Certificate
may be made solely bv transmittina such filina to the Texas MuniciDal Advisow Council [the "MAC")as ~rovided ai http://www~disclosur~usa.orgu nless the United gates securities and &change
Commission has withdrawn the interpretive advice in its letterto the MAC dated Se~tember AMBB/General Obikplion Bonds. 2004 Series D Adak Continuing Disclosure Certificate I:DasU7421682bnl
dircAduk.rpd Page 2
Section 4. Notice of Failure to Provide Information. The City shall provide in a timely manner to each Repository notice of any failure to satisfy the requirements of Section 3 of this
Disclosure Certificate. Section 5. Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption
or payment in full of its loan obligation with the lssuer. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure
Certificate. provided that the amendment meets each of the following conditions: (a) The amendment is made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of the City; (b) This Disclosure Certificate, as amended, would have complied with the requirements of the Rule
as of the date hereof, after taking into account any amendments or interpretations of the Rule, as well as any changes in circumstances; and (c) The City obtains an opinion of nationally
recognized bond counsel to the effect that the amendment will not adversely affect the Issuer's compliance with the Rule or its continuing disclosure undertaking; and (d) The City notifies
and provides the Issuer and each then existing Repository and any SID with the copies of the opinions and amendments. Any such amendment may be adopted withoutthe consentof any Beneficial
Owner of any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or the Resolutions. The first Annual Report containing amended operating data or financial
information pursuant to an amendment of this Disclosure Certificate shall explain. in narrative form, the reasons for the amendment and its effect on the type of operating data and financial
information being provided. Section 7. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Beneficial Ownermay take such actions
as may be necessary and appropriate, including an action to compel specific performance, to cause the City to comply with its obligations under this Disclosure Certificate. No failure
to comply with any provision of this Disclosure Certificate shall be deemed an Event of Default under the Resolutions, and the sole legal remedy under this Disclosure Certificate in
the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel specific performance. AMBB/Genemi Obligation Bonds. 2004 Series D Adak Continuing
Disclosure Certificate kW0~~U7421692imdnDI cAdak.vd Page 3
Section 8. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Issuer, the Trustee, the Participating Unde~writera, nd the Beneficial Owners
from time to time of the Bonds, and shall create no rights in any other person or entity. DATED this 1st day of November 2004. CITY OF ADAK. ALASKA By: STEVEN HlNES AMBEVGenerai Obligation
Bonds. 2004 Smies D Adak Continuing Disclosure Cwfificam I:'QwU7421692\mnl dacl\duk.*pd City Manager Page 4
ATTACHMENT A -NRMSlRs (As of November 1,2004) 1. Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 2. DPC Data Inc.
One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-01 07 www.dpcdata.com Email: nrmsii-@dpcdata.com 3. FT Interactive Data ATTN: NRMSIR 100 William Street New
York, NY 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary Market lnformation (212) 771-7391 (Primary Market Information 4. Standard & Poor's Securities Evaluations, Inc. 55
Water Street, 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 www.iikennv.comliikenn~l~serd escrip data rep.html E-mail: nrmsir repository@sandp.com In lieu of
the foregoing, filings may be made directly through the facilities of Texas Municipal Advisory Council at http:llwww.disclosureusa.orql subject to Section 3(b) of the Continuing Disclosure
Certificate. AMBB/Generai Obligation Bonds. 2004 Series D Adak Continuing Disclosure Certificate I:\D~!37121692imnl dirt Adak.*pd Page 5
CERTIFICATE OF CITY MANAGER RELATING TO THE OFFICIAL STATEMENT The undersigned Finance Director of the City of Adak. Alaska (the "Issuer"), HEREBY CERTIFIES on behalf of the lssuer as
follows: 1. i am the City Manager of the lssuer, and I have examined the Official Statement dated November 16, 2004 of the Alaska Municipal Bond Bank Authority for its $13,925,000 General
Bonds, 2004 Series D (the "Official Statement"). 2. To the best of my knowledge and belief, after reasonable investigation as of the date of this certificate, the statements about the
lssuer contained in the Official Statement under "APPENDIX D -ClTY OF ADAK" are fair and accurate statements or summaries of the matters therein set forth and nothing has come to my
attention that leads me to believe that such information contains any untie statement of material fact or omits to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. There has not been any material adverse change in the operations or financial affairs of the lssuer or relating
to the economy of the lssuer since the date of such Official Statement. DATED this 1st day of December 2004. ClTY OF ADAK &\ G-7; BY ) STEVEN HlNES City Manager
UNITED STATES OF AMERICA NO. R-2 STATE OF ALASKA CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank
INTEREST RATE: 3.00% MATURITY DATE: November 1,2005 PRINCIPAL AMOUNT: $25,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to
owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above,
and to pay interest on such principal amount fiom the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest
rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal
and interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each
installment payment date; provided, that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered
Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable
in lawful money of the United States ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of
the General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount,
and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution
No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIlUNG AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT,
IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
NO. R-3 UNITED STATES OF AMERICA STATE OF ALASKA CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank
INTEREST RATE: 3.00% MATURITY DATE: November 1,2006 PRINCIPAL AMOUNT: $55,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to
owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above,
and to pay interest on such principal amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest
rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal
and interest on this Bond shall be paid by check or draft mailed by first class mail to the Reg-i stered Owner as of the close of business on the fifteenth day of the month preceding
each -installment payment date; provided, that the final installment of principal and interest on this Bond shall be u. av-able u.po n .pr esentation and surrender of this Bond by the
Registered Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond
are payable in lawful money of the United States ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond
is one of the General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal
amount, and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under
Resolution No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN,
CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA STATE OF ALASKA 2y3$ l p a j j ~ nI p @e. pl ".: 4 I& <.Q . gL 8-& L1 CITY OF ADAK (A Second Class City of the State of Alaska) NO. R-4 GENERAL OBLIGATION BOND,
2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST U T E : 3.00% MATURITY DATE: November 1,2007 PRINCIPAL AMOUNT: $55,000 The City of Adak (the "City"), a second class city of
the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount
indicated above on the maturity date set forth above, and to pay interest on such principal amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the
1st days ofMay and November of each year, at the interest rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment
of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond
is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close
of business on the fifteenth day of the month preceding each installn~enpt ayment date; provided, that the final installment of principal and interest on this Bond shall be payable upon
presentation and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Both principal of and interest on this Bond are payable in lawful money of the United States of America which, on the respective dates ofpayment thereof, shall be legal tender for the
payment of public and private debts. This Bond is one ofthe General Obligation Bonds, 2004 ofthe City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number
and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for
the Project issued by the City, and is issued under Resolution No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE
OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING
AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA NO. R-5 (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 3.00% MATURITY
DATE: November 1,2008 PRINCIPAL AMOUNT: $60,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises
to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal
amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest rate per annum set forth above.
For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond
Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond shall
be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided,
that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar.
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States
of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is one ofthe General Obligation Bonds, 2004
of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized
authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19 of the
City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRJNG AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP
THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA STATE OF ALASKA NO. R-6 CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank
MTEREST RATE: 3.00% MATURITY DATE: November 1,2009 PRINCIPAL AMOUNT: $60,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to
owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above,
and to pay interest on such principal amount fiom the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest
rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal
and interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each
installment payment date; provided, that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered
Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable
in lawful money of the United States of America which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one
of the General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal
amount, and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under
Resolution No. 2004.19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN,
CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA NO. R-7 STATE OF ALASKA vpPfietnaPp8 @J "" p & ; ?&j .>? CITY OF ADAK ,-a ~3 EJ gg (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004
REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 3.50% MATURITY DATE: November 1,2010 PRINCIPAL AMOUNT: $65,000 The City of Adak (the "City"), a second class city of the state
of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated
above on the maturity date set forth above, and to pay interest on such principal amount fiom the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days
of May and November of each year, at the interest rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal
and interest shall be made as provided in the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer
owned by the Bond Bank, installments of principal and interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business
on the fifteenth day of the month preceding each installment payment date; provided, that the final installment of principal and interest on this Bond shall be payable upon presentation
and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal
of and interest on this Bond are payable in lawful money of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public
and private debts. This Bond is one of the General Obligation Bonds, 2004 ofthe City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity,
aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued
by the City, and is issued under Resolution No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OFGENERAL OBLIGATION
BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE
COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBORFACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
NO. R-8 IJNITED STATES OF AMERICA STATE OF ALASKA CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank
INTEREST RATE: 3.50% MATURITY DATE: November 1,201 1 PRINCIPAL AMOUNT: $65,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to
owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above,
and to pay interest on such principal amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest
rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal
and interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each
installment payment date; provided, that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender ofthis Bond by the Registered Owner
at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in
lawful money of the United States ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one ofthe
General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount,
and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution
No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT,
IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
NO. R-9 CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 3.50% MATURITY DATE: November
1,2012 PRINCIPAL AMOUNT: $65,000 The City of Adak (the "City." .) , a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay
to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest bn s u ~ h ~ r i n
c >a~maoul nt from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest rate per annum set forth
above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between
the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this
Bond sl~albl e paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment
date; provided, that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender ofthis Bond by the Registered Owner at the office of
the Registrar. Interest will be conlputed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of
the United States ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation
Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting
Bonds authorized authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution
No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT,
IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
NO. R-10 UNITED STATES OF AMERICA STATE OF ALASKA iyt-.; h3 p52 p)r ? rn ,Ti Gra py ,,..,. I& @fi ,$:3 x :,& :;.-# R , ,,,, -v7-* f ~... W d & t2y 0 ., ks,>~-,.;i,,l aJ I._-_ C" CITY
OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 4.00% MATURITY DATE: November 1,201 3 PRINCIPAL
AMOUNT: $70,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered
Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal amount from the date
hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest rate per annum set forth above. For so long as this Bond
is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest interest shall be made as provided in the Loan Agreement between the Bond Bank and the
City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond shall be paid by
check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided, that
the final installment ofprincipal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States ofAmerica
which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004 of the City
of Adak,
Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the purpose
of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19 of the City entitled: A RESOLUTION
OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR
THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING ARlOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBORFACILITIES.
AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA STATE OF ALASKA NO. R-11 CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank
INTEREST RATE: 4.00% MATURITY DATE: November 1,2014 PRINCIPAL AMOUNT: $70,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to
owe and for value received pron~ises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above,
and to pay interest on such principal amount from the date hereof, payable on November 1,2005 and semian~~ualtlhye reafter on the 1st days of May and November of each year, at the interest
rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal
and interest on this Bond shall be paid by check or draft maiIed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each
installment payment date; provided, that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered
Owner at the office of the Registrar. Interest will be con~puted on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable
in lawful money of the United States ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of
the General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount,
and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution
No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT,
IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA NO. R-12 (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 4.00% MATURITY
DATE: Noven~ber 1,2015 PIUNCIPAL AMOUNT: $75,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises
to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal
amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest rate per annum set forth above.
For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond
Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond
shaIl be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date;
provided, that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the
Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawhl money of the
United States of America which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation
Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting
Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19
of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND
EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
NO. R-13 (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND. 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 4.00% MATURITY DATE: November 1,2016 PRINCIPAL
AMOUNT: $80,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered
Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal amount from the date
hereof, payable on November 1,2005 and semiannually thereafter on the 1 st days of May and November of each year, at the interest rate per annum set forth above. For so long as this
Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and the City
dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond shall be paid by check
or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided, that the
final installment ofprincipal and interest on this Bond shall be payable upon presentation and surrender ofthis Bond by the Registered Owner at the office of the Registrar. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States of America
which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004 of the City
of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the
purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-1 9 of the City entitled: A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000
FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES,
AND AUTHORIZING ALL THINGS INCIDENTAL
NO. R-14 GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 4.00% MATURITY DATE: November 1,2017 PRINCIPAL AMOUNT: $80,000 The City of Adak (the
"City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or its registered
assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal amount from the date hereof, payable on November 1,2005 and
semiannually thereafter on the 1 st days ofMay and November of each year, at the interest rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond
Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement").
In the event that this Bond is no longer owned by the Bond Bank, installments of principal and interest on this Bond shall be paid by check or draft mailed by first class mail to the
Registered Owner as of the close of business on the fifieenth day of the month preceding each installment payment date; provided, that the final installment of principal and interest
on this Bond shall be payable upon presentation and surrender ofthis Bond by the Registered Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States ofAmerica which, on the respective dates ofpayment
thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect
except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the purpose of refunding the Bond Anticipation
Note and providing providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING
AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBORFACILITIES, AND AUTHORIZING ALL
THINGS INCIDENTAL
NO. R-15 CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 4.50% MATURITY DATE: November
1,201 8 PRINCIPAL AMOUNT: $85,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay
to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal
amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest rate per annum set forth above.
For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond
Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond shall
be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided,
that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar.
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawhl money of the United States
ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004
of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized
for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19 of the City entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT
HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
NO. R-16 UNITED STATES OF AMERICA STATE OF ALASKA CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank
INTEREST RATE: 4.50% MATURITY DATE: November 1,201 9 PRINCIPAL AMOUNT: $90,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to
owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above,
and to pay interest on such principal amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest
rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments of principal
and interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each
installment payment date; provided, that the final installment ofprincipal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner
at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in
lawful money of the United States ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the
General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount,
and and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution
No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT,
IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA NO. R-17 STATEOFALASKA CITY OF ADAK (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST
RATE: 4.50% MATURITY DATE: November 1,2020 PRINCIPAL AMOUNT: $90,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and
for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and
to pay interest on such principal amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1 st days of May and November of each year, at the interest
rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments of principal
and interest on this Bond shall be paid by check or drat? mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each
installment payment date; provided, that the final installment ofprincipal and interest on this Bond shall be payable upon presentation and surrender ofthis Bond by the Registered Owner
at the office of the Registrar. Interest will be con~puted on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable
in lawful money of the United States ofAmerica which, on the respective dates ofpayment thereof, shall be legal tender for the payment of public and private debts. This Bond is one ofthe
General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount,
and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution
No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE
PRINCIPAL AhlOUNT NOT TO EXCEED S1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AhlOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT,
IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA NO. R-18 (A Second Class City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 4.50% MATURlTY
DATE: November 1,202 1 PRINCIPAL AMOUNT: $95,000 The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises
to pay to the Registered Owner identified above, or its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal
amount from the date hereof, payable on November 1,2005 and semiannually thereafter on the 1st days of May and November of each year, at the interest rate per annum set forth above.
For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond
Bank and the City dated December 1,2004 (the "Loan Agreement"). In the event that this Bond Bond is no longer owned by the Bond Bank, installments of principal and interest on this Bond
shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date;
provided, that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the
Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the
United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation
Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting
Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19
of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND
EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
UNITED STATES OF AMERICA STATE OF ALASKA NO. R-19 ,p,& . P? P C! -:: r,-3 & @? k i ! . t , ? k , 1. ,j CITY OF ADAK k&FJ,<h,jf, i ,i, : ; >t? ,..L:i:;s "z : . , ,? 3 (A Second Class
City of the State of Alaska) GENERAL OBLIGATION BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 5.00% MATURITY DATE: November 1,2022 PRINCIPAL AMOUNT: $100,000
The City of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified
above, or its registered assigns, the principal amount indicated above on thematurity date set forth above, and to pay interest on such principal amount from the date hereof, payable
on November 1,2005 and semiannually thereafter on the 1st days ofMay and November of each year, at the interest rate per annum set forth above. For so long as this Bond is owned by the
Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and the City dated December 1,2004
(the "Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond shall be paid by check or draft mailed by
first class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided, that the final installment ofprincipal
and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004 of the City ofAdak, Alaska, of like
tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the purpose of refunding the
Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING
AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL
THINGS INCIDENTAL
UNITED STATES OF AMERICA STATE OF ALASKA NO. R-20 $!gvq" n yg p "k8y CITY OF ADAK ~ .'p:;\ F,::i I;] [? I?. , .,t , ..) g:: ,:,<: * ,A fi.:. . ; j 1:;-: & (A Second Class City of the
State of ~ l a % i ' GENERAL OBLIGATION BOND, 2004 IGGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 5.00% MATURITY DATE: November 1,2023 PRINCIPAL AMOUNT: $105,000 The City
of Adak (the "City"), a second class city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or
its registered assigns, the principal amount indicated above on the maturity date set forth above, and to pay interest on such principal amount from the date hereof, payable on November
1,2005 and sen~iannuallyth ereafter on the 1s t days of May and November of each year, at the interest rate per annum set forth above. For so long as this Bond is owned by the Alaska
Municipal Bond Bank (the "Bond Bank"), paynent of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the
"Loan Agreement"). In the event that this Bond is no longer owned by the Bond Bank, installments ofprincipal and interest on this Bond shall be paid by check or draft mailed by first
class mail to the Registered Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided, that the final installment ofprincipal
and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004 of the City of Adak, Alaska, of like
tenor and effect except as to interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the purpose of refunding the
Bond Anticipation Note and providing additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF ADAK, ALASKA, PROVIDING FORTHE ISSUANCE OFGENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING
AN OUTSTANDING BOND ANTICIPATION NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL
THINGS INCIDENTAL
UNITED STATES OF AMERICA . % .,, ,;a! STATEOFALASKA $)pb P W ~ [ b d &, 3.9 .; $?$ .$-r.+ .-. \h CITY OF ADAK (A Second Class City of the State of Alaska) NO. R-21 GENERAL OBLIGATION
BOND, 2004 REGISTERED OWNER: Alaska Municipal Bond Bank INTEREST RATE: 5.00% MATURITY DATE: November 1,2024 PRINCIPAL AMOUNT: $1 10,000 The City of Adak (the "City"), a second class
city of the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal
amount indicated above on the maturity date set forth above, and to pay interest on such principal amount From the date hereof, payable on November 1,2005 and semiannually thereafter
on the 1st days of May and November of each year, at the interest rate per annum set forth above. For so long as this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"),
payment of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and the City dated December 1,2004 (the "Loan Agreement"). In
the event that this Bond is no longer owned by the Bond Bank, installments of principal and interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered
Owner as of the close of business on the fifteenth day of the month preceding each installment payment date; provided, that the final installment ofprincipal and interest on this Bond
shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States ofAmerica which, on the respective dates ofpayment thereof, shall
be legal tender for the payment of public and private debts. This Bond is one of the General Obligation Bonds, 2004 of the City of Adak, Alaska, of like tenor and effect except as to
interest rate, serial number and maturity, aggregating $1,500,000 in principal amount, and constituting Bonds authorized for the purpose of refunding the Bond Anticipation Note and providing
additional funds for the Project issued by the City, and is issued under Resolution No. 2004-19 of the City entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADAK, ALASKA, PROVIDING
FORTHE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF ADAK IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF RETIRING AN OUTSTANDING BOND ANTICIPATION
NOTE AND PROVIDING AMOUNTS TO PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES, AND AUTHORIZING ALL THINGS INCIDENTAL
THERETO, AND TO PAY TI3E COSTS OF BOND I S S U ~ ~ ~ ~ @AI"$ p"\ CERTAIN COVENANTS AND PROTECTIVE @% ~o~&J.,D&@6: ~ & SAFEGUARDING THE PAYMENT OF THE PRINCIPAL OF-AND INTEREST ON SAID
BONDS; AND PRO\'IDING FOR OTHER RELATED MATTERS. (the "Resolution"). The Bond is subject to redemption as provided in the CityofAdak'sResolutionNo. 2004-19. This Bond is transferable
as provided in the Resolution, (i) only upon the bond register of the City, and (ii) upon surrender of this Bond together with a written instrument of transfer duly executed by the registered
owner or the duly authorized attorney of the registered owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and maturity shall be issued
to the transferee in exchange therefor as provided in the Resolution and upon the payment of charges, if any, as therein prescribed. The City may treat and consider the person in whose
name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price, if any, hereof and interest due
hereon and for all other purposes whatsoever. This Bond is a general obligation ofthe City of Adak, and the full faith and credit of the City are pledged for the payment of the principal
of and interest on the Bond as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by the constitution or statutes of the State
of Alaska and the ordinances of the City to exist, to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed,
and that the series ofBonds ofwhich this is one, together with all other indebtedness ofthe City, is within every debt and other limit prescribed by said constitution, statutes, or ordinances.
IN WITNESS WHEREOF. THE CITY OF ADAK, ALASKA. has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signatire of its City Manager (or a facsimile
thereof) or otherwise re~roducedh ereon and attested by the manual or facsimile sig-nature of its Clerk, all as of the 1st day of ~ecember2, 004. , -.-. \ . . /STEVEN HINES, City Manager
ATTEST:
WO H L F O R T H V, A S S A R , J O H N S O N & B R E C H T A PROFESSIONAL CORPOWiTiON JULIUS J. BRECHT CHERYL RAWLS BROOKING CYNTHIA L. CARTLEDGE SHELLEY D. EBENAL ROBERT M. JOHNSON
BRADLEY E. MEYEN KENNETH E.VASSAR ERIC E. WOHLFORTH TELEPHONE 901.276.6401 FACSIMILE 907.276.5093 WEBSITE W W W . W V ] ~ . C O ~ December 1,2004 Mayor and Members of the City Council
City of Adak P.O. Box 201 1 Adak, Alaska 99546 Board of Directors Alaska Municipal Bond Bank State Office Building, 1 lth Floor 333 Willoughby Juneau, Alaska 9981 1 Ladies and Gentlemen:
We have acted as Bond Counsel, and have exanlined proceedings, in connection with the issuance by the City of Adak, Alaska (the "Issuer"), a municipal corporation of the State of Alaska,
of its $1,500,000 2004 General Obligation Bonds (the "Bonds"). We have examined the law and such papers as we deem necessary to render this opinion. The Bond is authorized by ResolutionNo.
2004-1 9 ofthe Issuer adopted November 19,2004 (the "Resolution"), and is issued under a Loan Agreement dated as of December 1,2004 between the Issuer and the Alaska Municipal Bond Bank
("the Loan Agreement"). The Bonds are registered in form, are dated December 1, 2004, mature on November 1 in each of the years in the respective principal amounts, and bear interest
at the rates, as follows: Maturity Principal Interest -Date Amount Rate 2005 $25,000 3.00% 2006 55,000 3.00 2007 55,000 3.00 2008 60,000 3.00 2009 60,000 3.00
City of Adak Alaska Municipal Bond Bank December 1,2004 Page 2 Maturity Date 2010 201 1 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Principal Amount 65,000 65,000
65,000 70,000 70,000 75,000 80,000 80,000 85,000 90,000 90,000 95,000 100,000 105,000 $1 10,000 Interest Rate 3.50 3.50 3.50 4.00 4.00 4.00 4.00 4.00 4.50 4.50 4.50 4.50 5.00 5.00 5.00%
The Bonds bear interest from December 1, 2004, payable on November 1, 2005, and semiannually thereafter on May 1 and November 1 in each year. The Bonds are subject to optional redemption
prior to maturity as provided in the Resolution. As to questions offact material to our opinion, we have relied upon the proceedings and other representations of public officials furnished
to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing law: 1. The Issuer is duly created and
validly exists as a municipal corporation, with the power to adopt the Resolution, which has been duly adopted by the Issuer and is valid and binding upon the Issuer and enforceable
in accordance with its terms. 2. The Resolution creates a valid full faith and credit pledge of the City of Adak. 3. The Bonds have been duly authorized and issued in accordance with
law, including the Resolution, and constitute valid, binding general obligations of the Issuer as provided in the Resolution, payable and enforceable in accordance with its terms and
the terms of the Resolution. 4. The Loan Agreement has been duly authorized, executed and delivered by, and constitutes a binding agreement in accordancewith its terms of, thelssuer,
except as the enforcement
City of Adak Alaska Municipal Bond Bank December 1,2004 Page 3 thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and/or other laws affecting the enforcement
of creditors' rights generally, or general principals of equity. 5. The interest on the Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax
preference for purposes of determining the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Bonds is taken into account in determining
adjusted current earnings for the purpose of computing the corporate alternative minimum tax under Section 55 ofthe Internal Revenue Code of 1986 (the "Code"). The opinions set forth
in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order
that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. purposes. The Issuer has covenanted to comply with each such requirement. Failure
to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance
of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 6. The Bonds and the interest thereon are exempt from taxation by the
State of Alaska except for transfer, estate and inheritance taxes, and except to the extent that inclusion of said interest in computing the corporate alternative minimum tax under Section
55 of the code, as described above, may affect the corresponding provisions of the State of Alaska corporate income tax. Sincerely, WOHLFORTH, VASSAR, /Kenneth E. Vassar
WO H L F O R T HV, A S S A R ,J OHNSON & B R E C H T A PROIESSIONALCORPOWTION JULIUS J. BRECHT CHERYL RAWLS BROOKING CYNTHIA L . CARTLEDGE SHELLEY D. EBENAL ROBERT M. JOHNSON BRADLEY
E. MEYEN KENNETHE.VASSAR ERIC E. WOHLFORTH TELEPHONE 907.216.6401 FACSIMILE 907.276.5093 WEBSITE www.wvjb.com December 1,2004 Mayor and Members of the City Council City of Adak P.O.
Box 201 1 Adak. Alaska 99546 Board of Directors Alaska Municipal Bond Bank State Office Building, 1 lth Floor 333 Willoughby Juneau, Alaska 9981 1 Ladies and Gentlemen: We are bond counsel
to the City of Adak (the "City") relating to the authorization and issuance of the City's $1,500,000 2004 General Obligation Bonds (the "Bonds"). This opinion is being rendered in connection
with the delivery of the Bonds, pursuant to a request by the Alaska Municipal Bond Bank (the "Bond Bank"). We are ofthe opinion that the statements contained in the Official Statement
datedNovember 16, 2004 (relating to the Bond Bank's $13,925,000 General Obligation Bonds, 2004 Series D) in Appendix D under the caption "Authorization of the General Obligation Bonds,
2004" are fair and accurate statements of the matters set forth therein. Nothing has come to our attention which would lead us to believe that such information contains any untrue statement
of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circun~stancesu nder which they were made, not misleading. Sincerely, WOHLFORTH,
VASSA JOHNSON & B B
IRS Form 8038-G
CERTIFICATE OF CLERK I, JUDITH A. NIELSEN, Clerk of the Kodiak Island Borough, Alaska (the "Borough"), HEREBY CERTIFY that the document attached hereto is an accurate and complete copy
of Ordinance No. FY2005-08 of the Borough adopted by the Borough Assembly at a meeting duly called and held on November 4, 2004, and that Ordinance No. FY2005-08 has not been modified,
amended, repealed or rescinded, but is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have executed this certificate and impressed the seal of the Borough hereon
this 1" day of December 2004. ~ o d i a Iks land Borough [ S E A L ]
Inlroduced by Manager Cadson Requested by: Assembly Dmlted by: Bond Counsel Introduced: 1012112004 Public nearing: 1012112004 Adopled: KODIAK ISLAND BOROUGH ORDINANCE NO. FY 2005-08
AN ORDINANCE OF THE KODIAK ISLAND BOROUGH ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION SCHOOL BONDS, 2004 SERIES B IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $11,050,000
TO PROVIDE FUNDS FOR SCHOOL AND RELATED CAPITAL IMPROVEMENTS IN THE BOROUGH AND TO PAY COSTS OF ISSUING THE BONDS, FIXING CERTAIN DETAILS OF SUCH BONDS, AUTHORIZING THEIR SALE, AND PROVIDING
FOR RELATED MATTERS WHEREAS, pursuant to Ordinance No. 2004-03 of the Kodiak Island Borough, Alaska (the "Borough"), adopted March 18,2004, a question whether the Borough should issue
not to exceed $2,765,000 in general obligation bonds for the purpose of financing the planning, design and construction of school and related capital improvements in the Borough, referred
to at the special Borough election held on April 20,2004 as Proposition No. 1 ("April Proposition I"), was passed and approved; and WHEREAS, pursuant to Ordinance No. FY2005-04 of the
Borough, adopted September2,2004, a question whether the Borough should issue not to exceed $6,210,000 in general obligation bonds for the purpose of financing the planning, design and
construction of school and related capital improvements in the Borough, referred to at the regular Borough election held on October 5,2004 as Proposition No. 1 ('October Proposition
I"), was passed and approved; and WHEREAS, pursuant to Ordinance No. FY2005-05 of the Borough, adopted September2.2004, a question whether the Borough should issue not to exceed $4,190,000
in general obligation bonds for the purpose of financing the planning, design and construction of school and related capital improvements in the Borough, referred to at the regular Borough
election held on October 5,2004 as Proposition No. 2 ('October Proposition 2"), was passed and approved; and WHEREAS, said elections have been duly canvassed and the results thereof
certified and confirmed in accordance with law, and $650,000 principal amount of general obligation bonds remains unissued under April Proposition I, $6,210,000 principal amount of general
obligation bonds remains unissued under October Proposition 1, and $4,190,000 principal amount of general obligation bonds remains unissued under October Proposition 2; and WHEREAS,
the Assembly finds that it is in the best interest of the Borough to plan, design and construct the school capital improvements described in April Proposition 1 as the Kodiak High School
Pool Space Reclamation; in October Proposition 1 as the New School Pool, 6-Lane, 1 Diving Board; and in October Proposition 2 as the Kodiak High Voc EdlClassroom Reclamation (collectively,
the "Project"); and to issue not to exceed $650,000 principal amount of general obligation bonds referred to in April Proposition I , not to exceed $6,210,000 principal amount of general
obligation bonds referred to in October Proposition 1, and not to exceed $4,190,000 principal amount of general obligation bonds referred to in October Proposition 2, to pay costs of
the Project and costs of issuing the bonds; and Kodiak Island Borough. Alaska Ordinance No. FY 2005-08 Page 1 of 11
WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each of the Borough Manager and Borough Finance Director authority to determine the maturity amounts,
interest rates and otherdetails of the bonds, and to determine other matters that are not provided for in this ordinance; and WHEREAS, there has been presented to the Borough the form
of a Loan Agreement between the Alaska Municipal Bond Bank and the Borough, which provides for the Alaska Municipal Bond Bank to purchase the bonds on the terms and conditions set forth
therein and in this ordinance, and it is in the best interest of the Borough that the Borough sell the bonds to the Alaska Municipal Bond Bank under such terms and conditions. NOW, THEREFORE,
BE IT ORDAINED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THAT: Section 1: This ordinance is not of a general and permanent nature and shall not become a part of the Kodiak lsland
Bomugh Code of Ordinances. Section 2: Definitions. In addition to terms which are defined in the the recitals above, the following terms shall have the following meanings in this ordinance:
(a) "Assernbl~" means the Assembly of the Kodiak lsland Borough, as the general legislative authority of the Kodiak lsland Borough, as the same shall be duly and regularly constituted
from time to time. (b) "Bond" or "Bonds" means any of the "General Obligation School Bonds, 2004 Series B of the Kodiak lsland Borough, the issuance and sale of which are authorized
herein. (c) "Bond Bank means the Alaska Municipal Bond Bank, a public corporation of the State of Alaska. (d) "Bond Bank Bonds" means the General Obligation Bonds, 2004 Series D of the
Bond Bank. (e) "Bond Reqistei" means the registration books maintained by the Registrar, which include the names and addresses of the Registered Owners of the Bonds or their nominees.
(f) "Borouqh" means the Kodiak lsland Borough, a municipal corporation of the State of Alaska, organized as a second class Borough under Title 29 of the Alaska Statutes. (g) "Code" means
the Internal Revenue Code of 1986, as amended from time to time, together with all regulations applicable thereto. (h) "Q$ or "Costs" means the cost of planning, designing, acquiring
property for.. aca,u irina. constructina, installina and ea.u i.o.o in-a the Proiect. includina interest on , . the Bonds d&ing the peri&i of planrhg, designing, acquiring propertyf&,
acquiring, constructing, installing and equipping the Project, the costwhether incurred by the Borough or by another of field surveys and advance planning undertaken in connection with
the Project properly allocable to the Project, the cost of acquisition of any land or interest therein required as the site or sites of the Project or for use in Kodiak Island Borough,
Alaska Ordinance No. FY 2005-08 Page 2 of 1 1
Section 3: Section 4: Section 5: connection therewith, the cost of any indemnity and surety bonds and premiums on insurance incurred in connection with the Project prior to or during
construction thereof, all related direct administrative and inspection expenses whether incurred by the Borough or by another in connection with the Proiect orior to or durina construction
thereof, all related direct administrative and inspection expenses whether incurred by the Borough or by another in connection with the Pro-iect p. rior to or during construction thereof
and allocable portions of direct costs of the Borough, legal fees, costs of issuance of the Bonds by the Borough, including financing charges and fees and expenses of bond counsel, financial
advisors and consultants in connection therewith, the cost of any bond insurance premium and bond ratings, the cost of audits, the cost of all machinery, apparatus and equipment, cost
of engineering, architectural services, designs, plans, specifications and surveys, estimates of cost, the reimbursement of all moneys advanced from whateversource for the payment of
any item or items of cost of the Project, and ail other expenses necessav or incidental to the acquisition and development of the Project, the financing thereof and the putting of the
same in use and operation. (i) "Government Obliaations" means obligations that are either (i) direct obligations of the United States of America or (ii) obligations of an agency or instrumentalityof
the United States of America the timely payment of the principal of and interest on which are unconditionally guaranteed by the United States of America (j) "Loan Aqreement" means the
Loan Agreement between the Borough and the Bond Bank concerning the Bonds. (k) "Ordinance" means this Ordinance No. FY 2005-08 of the Borough. (I) "Reuistered Owner" means the person
named as the registered owner of a Bond in the Bond Register. (m) "~eqistrarm" eans the Borough Treasurer. Authorization of Bonds and Purpose of Issuance. For the purpose of providing
part of the funds required to pay the Costs of the Project, to provide for original issue discount, if any, and to pay all costs incidental thereto and to the issuance of the Bonds,
the Borough hereby authorizes and determines to issue and sell the Bonds in the aggregate principal amount of not to exceed $1 1,050.000. Obliqation of Bonds. The Bonds shall be direct
and general obligations of the Borough and the full faith and credit of the Borough are hereby pledged to the payment of the principal of and interest on the Bonds. The Borough hereby
irrevocably pledges and covenants that it will levy and collect taxes upon all taxable property within the Borough without limitation as to rate or amount, in amounts sufficient, together
with other funds legally available therefor, to pay the principal of and interest on the Bonds as the same become due and papble. Desiqnation, Maturities, Interest Rates, and Other Details
of Bonds. The Bonds shall be designated "Kodiak Island Borough, Alaska, General Obligation School Bonds, 2004 Series 0." The Bonds shall be in the denomination of $5,000 or any integral
multiple thereof, shall be numbered separately in the manner and with such additional designation as the Registrar deems necessary for purposes of Kodiak Island Borough, Alaska Ordinance
No. FY 2005.08 Page 3 of 11
identification, and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to the rules and regulations of any governmental authority or any usage
or requirement of law with respect thereto. The Bonds shall mature in one or more years commencing no earlier than 2005 and ending no later than 2025, with the principal amount of each
maturity not exceeding $1,500,000. The Bonds shall bear interest from their date, payable commencing on a date on or after July 1, 2005, and semi-annually thereafter in each year. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day months. Subject to Section 3 and the remainder of this section, the dated date, the principal and interest
payment dates, the record dates for interest payments, the aggregate principal amount, the principal amount of each maturity, and the interest rates on the Bonds shall be determined
at the time of execution of the Loan Agreement under Section 18. Section 6: Optional Redemotion. The Bonds, if any, subject to optional redemption by the Borough, the time or times when
such Bonds are subject to optional redemption, the terms upon which such Bonds may be redeemed, and the redemption price or redemption prices for such Bonds, shall be determined at the
time of execution of the Loan Agreement under Section 18. Section 7: Selection of Bonds for Redemption; Notice of Redemption. (a) Selection of Bonds for Redemption. When the Bond Bank
is the Registered Owner of the Bonds, the selection of Bonds to be redeemed shall be made as provided in the Loan Agreement. When the Bond Bank is not the Registered Owner of the Bonds,
the selection of Bonds to be redeemed shall be made as provided in this subsection (a). If the Borough redeems at any one time fewer than all of the Bonds having the same maturity date,
the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot (or in such other manner determined by the Registrar) in increments of $5,000. In the
case of a a Bond of a denomination greater than $5,000, the Borough shall treat such Bond as representing such number of separate Bonds each of the denomination of $5,000 as is obtained
by dividing the actual principal amount of such Bond by $5,000. In the event that only a portion of the principal amount of a Bond is redeemed, upon surrender of such Bond at the office
of the Registrar there shall be issued to the Realstered Owner. without charae therefor, for the then unredeemed balance of the sum thereof, at the opti& of the Registered Owner, a Bond
or Bonds of like maturity and interest rate in any of the denominations authorized herein. (b) Notice of Redemption, When the Bond Bank is the Registered Owner of the Bonds, notice of
any intended redemption of Bonds shall be given as provided in the Loan Agreement. when the Bond ~ a n iks not the ~egisteredO wner of the Bonds, notice of any intended redemption of
Bonds shall be made as provided in this subsection (b). Notice of redemption shall be mailed not less than 30 nor more than 45 days prior to the date fixed for redemption by first class
mail to Registered Owners of the Bonds to be redeemed at their addresses as they appear on the Bond Register on the day the notice is mailed. Notice of redemption shall be deemed to
have been given when the notice is mailed as herein provided, whether or not it is actually received by the Registered Owners. All notices of redemption shall be dated and shall state:
(1) the redemption date; (2) the redemption price; (3) if fewer than all Kodiak Island Borough, Alaska Ordinance No. FY 2005.08 Page401 11
outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemotion, the respective princioal amountstof the Bonds to be redeemed: (4) that on the'redemption
date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said
date; and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the office of the Registrar. Official notice of redemption
having been given as aforesaid, Bonds or portions of Bonds to be redeemed shall, on the redemption date, become dueand uavable at the redemption price therein specified, and from and
after such date, such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemotion in accordance with said notice. such Bonds shall be oaid at
the redembtion price. installments of interest due on or prior to the redemption date shall be be payable as herein provided for payment of interest. Upon surrender of any Bond f~r .~ar
t iraedl emption, there shall be prepared forthe ~egisteredO wner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall
be canceled and destroyed by the Registrar and shall not be reissued. Each check or other transfer of funds issued to pay the redemption price of Bonds shall bear the CUSlP number, if
any, identifying, by maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Section 8: Form of Bond. Each ~ o n dsh all be in substantially the following
form, with such variations, omissions and insertions as may be required or permitted by this Ordinance: UNITED STATES OF AMERICA STATE OF ALASKA KODIAK ISLAND BOROUGH (A Municipal Corporation
of the State of Alaska) NO. -$ GENERAL OBLIGATION SCHOOL BOND, 2004 SERIES B REGISTERED OWNER: PRINCIPAL AMOUNT: The Kodiak Island Borough (the "Borough"), a municipal corporation of
the state of Alaska, hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or its registered assig-ns, the principal amount
shown above in the following installments on-of each of the following years, and to pay interest on such installments from the date hereof, payable on , 200-and semiannually thereafter
on the -days of and of each year, at the rates per annum as follows: Principal Interest 3~ye . Amount -Rate Kodiak Island Borough, Alaska Ordinance No. FY 2005-08 Page 5 of 11
When this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and
the Borough (the "Loan Agreement"). When this Bond is not owned by the Bond Bank, installments of principal and interest on this Bond shall be paid by check or draft mailed by first
class mail to the Registered Owner as of the close of business on the day of the month each installment payment date; provided that the final installment of principal and interest on
this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the office of the Registrar. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Both principal of and interest on this Bond are payable in lawful money of the United States of America which, on the respective dates of payment
thereof, shall be legal tender for the payment of public and private debts. This Bond is one of the General Obligation School Bonds, 2004 Series B of the Kodiak Island Borough, Alaska,
of like tenor and effect except as to interest rate, serial number and matuhty, aggregating $ in principal amount, and constituting Bonds authorized for the purpose of paying the cost
of school and related capital improvements in the Borough, and is issued under Ordinance No. FY2005--of the Borough entitled: AN ORDINANCE OF THE KODIAK ISLAND BOROUGH ASSEMBLY AUTHORIZING
THE BOROUGH TO ISSUE GENERAL OBLIGATION SCHOOL BONDS, 2004 SERIES B IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $11,050,000 TO PROVIDE FUNDS FOR SCHOOL AND RELATED CAPITAL IMPROVEMENTS
IN THE BOROUGH AND TO PAY COSTS OF ISSUING THE BONDS, FIXING CERTAIN DETAILS OF SUCH BONDS, AUTHORIZING THEIR SALE. AND PROVIDING FOR RELATED MATTERS (the "Ordinance"). Installments
of principal of this Bond due on and after ,20-, shall be subject to prepayment on and after , 20-, at the option of the Borough (subject to any applicable
provisions of the Loan Agreement), in such principal amounts and from such maturities as the Borough may determine, and by lot within a maturity, at a redemption price equal to the principal
amount to be prepaid, plus accrued interest to the date of prepayment. This Bond is transferable as provided in the Ordinance, (i) only upon the bond register of the Borough, and (ii)
upon surrender of this Bond together with a written instrument of transfer duly executed by the registered owner or the duly authorized attomev of the reaistered owner. and thereuoon
a new fullv reaistered Bond or Bonds in the same aggregate principal amount and maturity shall be issued to the transferee in exchange therefor as orovided in the Ordinance and upon
the payment of charges, if any, as therein p;escribed. The Borough may treat and consider the person in whose name this Bond is registered as the absolute owner hereof for the purpose
of receiving payment of, or on account of, the principal or redemption price, if any, hereof and interest due hereon and for all other purposes whatsoever. Kodiak Island Borough, Alaska
Ordinance No. FY 2005-08 Page6of 11
This Bond is a general obligation of the Kodiak Island Borough, and the full faith and credit of the Borough are pledged for the payment of the principal of and interest on the Bond
as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by the constitution or statutes of the State of Alaska to exist, to have
happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed, and that the series of Bonds of which this is one. togetherwith
all other indebtedness of the Borough, is within every debt and other limit prescribed by said constitution or statutes. IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH, ALASKA, has caused
this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor and its corporate seal (or a facsimile thereof) to be impressed or otherwise reproduced
hereon and attested by the manual or facsimile signature of its Clerk, all as of the -day day of 2004. Mayor ATTEST: Clerk [ S E A L ] I Section 9: Execution. The Bonds shall be executed
in the name of the Borough by the manual or facsimile signature of the Mayor, and its corporate seal (or a facsimile thereof) shall be impressed or otherwise reproduced thereon and attested
by the manual or facsimile signature of the Borough Clerk. The execution of a Bond on behalf of the Borough by persons who at the time of the execution are duly authorized to hold the
proper offices shall be valid and sufficient for all purposes, although any such person shall have ceased to hold office at the time of delivery of the Bond or shall not have held office
on the date of the Bond. Section 10: Payment of Principal and Interest. The Bonds shall be payable in lawful money of the United States of America which at the time of payment is legal
tender for the payment of public and private debts. When the Bond Bank is the Registered Owner of the Bonds, payment of principal and interest on the Bonds shall be made as provided
in the Loan Agreement. When the Bond Bank is not the Registered Owner of the Bonds, installments of principal and interest on the Bonds shall be paid by check mailed by first class mail
to the Registered Owner as of the record date forthe installment payment at the address appearing on the Bond Register; provided that the final installment of principal and interest
on a Bond shall be payable upon presentation and surrender of the Bond by the Registered Owner at the office of the Registrar. Section 11: Reqistration. The Bonds shall be issued only
in registered form as to both principal and interest. The Borough designates the Bomugh Treasurer as Registrar for the Bonds. The Registrar shall keep, or cause to be kept, the Bond
Register at the Kodiak Island Borough, Alaska Ordinance No. FY 2005-08 Page 7 of 11
Section 12: Section 13: Section 14: Section 15: principal office of the Borough. The Borough covenants that, until all Bonds have been surrendered and canceled, itwill maintain a system
for recording the ownership of each Bond that complies with the provisions of Section 149 of the Code. The Borough and the Registrar may treat the person in whose name any Bond shall
be registered as the absolute owner of such Bond for all purposes, whether or not the Bond shall be overdue, and all payments of principal of and interest on a Bond made to the Registered
Owner thereof or upon its order shall be valid and effectual to satisfy and discharge the liabiiity upon such Bond to the extent of the sum or sums so paid, and neither the Borough nor
the Registrar shall be affected by any notice to the contrary. Transfer and Exchanqe. Bonds shall be transferred only upon the books for the registration and transfer of Bonds kept at
the office of the Registrar. Upon surrender for transfer or exchange of any Bond at such office, office, with a written instrument of transfer or authorization for exchange in form and
with guaranty of signature satisfactory to the Registrar, duly executed by the Registered Owner or the duly authorized attorney of the Registered Owner, the Borough shall execute and
deliver an equal aggregate principal amount of Bonds of the same maturity of any authorized denominations, subject to such reasonable regulations as the Bomugh may prescribe and upon
payment sufficient to reimburse it for any tax, fee or other governmental charge required to be paid in connection with such transfer or exchange. All Bonds surrendered for transfer
or exchange shall be canceled by the Registrar. Bonds Mutilated, Destroved. Stolen or Lost. Upon surrender to the Registrar of a mutilated Bond, the Bomugh shall execute and deliver
a new Bond of like maturity and principal amount. Upon filing with the Registrar of evidence satisfactory to the Borough that a Bond has been destroyed, stolen or lost and of the ownership
thereof, and upon furnishing the Borough with indemnity satisfactory to it, the Borough shall execute and deliver a new Bond of like maturity and principal amount. The person requesting
the execution and deliveryof a new Bond under this section shall comply with such other reasonable regulations as the Borough may prescribe and pay such expenses as the Borough may incur
in connection therewith. Dis~ositiono f the Sale Proceeds of the Bonds. The sale proceeds of the Bonds representing accrued interest on the Bonds shall be applied to pay a portion of
the interest due on the Bonds on the first interest payment date for the Bonds. The sale proceeds of the Bonds representing original issue premium on the Bonds shall be applied to pay
issuance costs of the Bonds, a portion of the interest due on the Bonds on the first interest payment date for the Bonds, or Costs of the Project, and shall be deposited in such manner,
as the Borough Manager or the Borough Finance Director may determine. The remaining sale proceeds of the Bonds shall be applied to pay Costs of the Project and issuance costs of the
Bonds, and shall be deposited in the appropriate funds or accounts of the Borough for such purposes. Tax Covenants. The Borough covenants to comply with any and all applicable requirements
set forth in the Code in effect from time to time to the extent that such compliance shall be necessary for the exclusion of the interest on the Bonds from gross income for federal income
tax purposes. The Borough covenants that it \hill make no use of the proceeds of the Bonds which will cause the Bonds to be "arbitrage bonds" subject to federal income taxation by reason
of Section 148 of the Code. The Borough covenants that it will not take or permit any action that would Kodiak Island Borough, Alaska Ordinance No. FY 2005-08 Page 8 of 11
cause the Bonds to be "private activity bonds" as defined in Section 141 of the Code. Section 16: Amendatow and Supolemental Ordinances. (a) The Assembly from time to time and at any
time may adopt an ordinance or ordinances supplemental hereto, which ordinance or ordinances thereafter shall become a part of this Ordinance, for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Borough in this Ordinance, other covenants and agreements thereafter to be observed, or to surrender any right or power herein reserved
to or conferred upon the Borough. (2) To make such provisions for the purpose of curing any ambiguities or of curing, correcting or supplementing any defective provision contained in
this ordinance or-in reg'&d to maiers-or questions arising under this Ordinance as the Assembly may deem necessary or desirable and not inconsistent with this Ordinance and which shall
not adversely affect the interests of the Registered Owners of the Bonds. Any such supplemental supplemental ordinance may be adopted without the consent of the Registered Owners of
any of the Bonds at any time outstanding, notwithstanding any of the provisions of subsection (b) of this section. (b) With the consent of the Registered Owners of not less than 60 percent
in aggregate principal amount of the Bonds at the time outstanding, the Assembly may adopt an ordinance or ordinances supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Ordinance or of any supplemental ordinance; provided, however, that no such supplemental ordinance shall: (1) Extend
the fixed maturity of any of the Bonds, or reduce the rate of interest thereon, or extend the time of payments of interest from their due date, or reduce the amount of the principal
thereof, or reduce any premium payable on the redemption thereof, without the consent of the Registered Owners of each Bond so affected; or (2) Reduce the aforesaid percentage of Registered
Owners of Bonds required to approve any such supplemental ordinance without the consent of the Registered Owners of all of the Bonds then outstanding. It shall not be necessary for the
consent of the Registered Owners of the Bonds under this subsection to approve the particular form of any proposed supplemental ordinance, but it shall be sufficient if such consent
approves the substance thereof. (c) Upon the adoption of any supplemental ordinance under this section, this Ordinance shall be deemed to be modified and amended in accordance therewith.
and the respective rights, duties and obligations underthis Ordinance of the ~ o r o u ~ h and all Registered Owners of outstanding Bonds shall thereafter be subject in all respects
to such modification and amendment, and all the terms and conditions of Kodiak Island Borough, Alaska Ordinance No. FY 2006-08 Page 9 of 11
the supplemental ordinance shall be deemed to be part of the terms and conditions of this Ordinance for any and ail purposes. (d) Bonds executed and delivered after the execution of
any supplemental ordinance adopted under this section may bear a notation as to any matter provided for in such supplemental ordinance, and if such supplemental ordinance shall so provide,
new Bonds modified so as to conform, in the opinion of the Borough, to any modification of this Ordinance contained in any such supplementalordinance may be prepared by the Borough and
delivered without cost to the Registered Owners of the Bonds then outstanding, upon surrender foi* cancellation of such Bonds in equal aggregate principal amounts. Section 17: Defeasance.
In the event money and/or non-callable Government Obligations maturing at such times and bearing interest to be earned thereon in amounts sufficient to redeem and retire any or all of
the Bonds in accordance with their terms are set aside in a special trust account to effect such redemption or retirement and such moneys and the principal of and interest on such Government
Obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made to pay or secure the payment of the principal of and interest on such Bonds
and such Bonds shall be deemed not to be outstanding. Section 18: Sale of Bonds. The Bonds shall be sold at negotiated sale to the Bond Bank as provided in the Loan Agreement. Subject
to the limitations provided in Sections 3 and 5, each of the Borough Manager and the Borough Finance Director is hereby authorized to determine the aggregate principal amount, maturity
amounts, interest rates, yields, dated date, principal and interest payment dates, redemption terms, if any, for the Bonds, and other details of the Bonds; provided that the true interest
cost of the Bonds, expressed as an annual rate, does not exceed 6.5 percent. In determining the maturity amounts, sinking fund installments, if any, interest rates, yields, and redemption
redemption terms, if any, for the Bonds, the Borough Manager or Borough Finance Director shall take into account those factors which, in his judgment, will result in the lowest true
interest cost on the Bonds to their maturity, including without limitation current financial market conditions and current interest rates for obligations comparable in tenor and quality
to the Bonds. Based upon the foregoing determinations, the Borough Manager and the Borough Finance Director each is authorized to execute the Loan Agreement, in substantially the form
presented at this meeting. Section 19: Official Statement The distribution of the preliminary Official Statement forthe Bond Bank Bonds in substantially the form presented at this meeting
is approved as it pertains to the Borough and the Bonds. The information in the preliminary Official Statement relating to the Borough and the Bonds may be modified as the Borough Manager
or Borough Finance Director may determine. The Borough Manager and Borough Finance Director each is hereby authorized to approve the form of the final Official Statement for the Bond
Bank Bonds as it pertains to the Borough and the Bonds. Section 20: Authority of Officers. The Mayor, the acting Mayor, the Borough Manager, the acting Borough Manager, the Borough Finance
Director, the acting Borough Finance Director, the Borough Clerk, and the acting Borough Clerk each is authorized and directed to do and perform all things and determine all matters
not determined by Kodiak Island Borough, Alaska Ordinance No. FY 2005-08 Page 10 of 11
this Ordinance, to the end that the Bornugh may carry out its obligations under the Bonds and this Ordinance. Section 21: Miscellaneous. (a) All payments made by the Borough of, or on
account of, the principal of or interest on the Bonds shall be made on the several Bonds ratably and in proportion to the amount due thereon, respectively, for principal or interest
as the case may be. (b) No recourse shall be had for the payment of the principal of or the interest on the Bonds orfor any claim based thereon oron this Ordinance against any member
of the Assembly or officer of the Borough or any person executing the Bonds. The Bonds are not and shall not be in any way a debt or liability of the State of Alaska or of any political
subdivision thereof, except the Borough, and do not and shall not create or constitute an indebtedness or obligation, either legal, moral or othetwise, of said state or of any political
subdivision thereof, except the Borough. Section 22: Continuinq Disclosure. The Borough hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate that has been oresented at this meeting. Notwithstanding any other provision of this ordinance, failure of the Borough To comply with theContinuing
Disclosure Certificate shall not be considered a default of the Borough's obligations under this Ordinance, the Loan Agreement or the Bonds; however, the beneficial owner of any Bond
or Bond Bank Bond may bring an action for specific performance. to cause the Borough to'comply with its obligations under this section. Section 23: Severability. If any one or more of
the provisions of this Ordinance shall be declared bv anv court of com~etenitu risdiction to be contrarv to law. then such orovision shall be n i l and void a d shali be deemed separable
kom the remaining provisions of this Ordinance and shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds. Section 24: Effective Date. This Ordinance
shall become effective upon passage and approval. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS FOURTH DAY OF NOVEMBER 2004 KODIAK ISLAND BOROUGH ATTEST: Kodiak Island Borough,
Alaska Ordinance No. FY 2005-08 Page 11 of 11
CERTIFICATE AS TO ARBITRAGE AND TAX COMPLIANCE I, KARLETON G. SHORT, Finance Director of the Kodiak Island Borough, Alaska (the "Issuer"), HEREBY CERTIFY that, as of the date hereof
(the "Issue Date"), the Issuer reasonably expects the following regarding the amount and use of the gross proceeds of the Kodiak Island Borough, Alaska, General Obligation School Bond,
2004 Series B (the "Bond"). I. Preliminary Matters. 1. Purpose of Certificate. This certificate is provided pursuant to $1.148-2(b)(2)(i) of the Income Tax Regulations. 2. Officer of
Issuer. I an1 an officer of the Issucr responsible for issuing the Bond. To the best of my knowledge, infonuation and belief, the expectations stated herein are the boimjide reasonable
expectations of the Issuer. 3. Definitions. All capitalized telms not othenvise defincd herein shall have the meanings provided in Ordinance No. FY2005-08 of the Issucr adopted November
4, 2004 (the "Ordinance"). Any other terms shall have thc meanings ascribed to them in 103 and ss 14 1 through 150 of the Intcrnal Revenue Code of 1986, as amended, and the Income Tax
Regulations thereunder (the "Code"). 11. Authorization and Governmental Pu111osc of the Issue 1. Authorization and Purpose. The Bond is authorized by the Ordinance, and pursuant to the
laws of the State of Alaska, and is issued pursuant to a Loan Agreement dated as of December 1, 2004 (the "Loan Agreement"), between the Issuer and the Alaska Municipal Bond Batik (the
"Bond Bank"). The Bond Bank is purchasing the Bond with proceeds of its General Obligation Bonds, 2004 Series D (the "Bond Bank Bonds"). The Bond is being issued for the following purposes:
(a) to provide funds to pay the cost of school and related capital improvements in the Kodiak Island Borough (the "Project"); and (b) to pay issuance costs of the Bond. 2. No Overissuance.
The total amount of the proceeds of the Bond will not be substantially in excess of the amount of sale proceeds of the Bond allocated to expenditures for the governmental purposes of
the Bond. 111. Sources and Uses of Sale Proceeds of the Bond. 1. Sale Proceeds. The total amount of sale proceeds of the Bond is $11,168,830.21, consisting of the $11,050,000.00 face
amount of the Bond, plus $1 18,830.21 of original issue premium. There is no direct monetary benefit, such as a CERTIFICATE AS TO ARBITRAGE AND TAX COMPLIANCE Page 1 of 6 (I::ij053 l5\7\l'FK67j3.I)OC
)
rebate of bond insurance premium, surety bond premium or letter of credit fee, being received by the Issuer in connection with the issuance of the Bond. 2. Allocation of Sale Proceeds.
The sale proceeds of the Bond will be allocated as follows: (a) $21,000.00 will be allocated to expenditures for issuance costs of the Bond; (b) $1 1,029,000.00 will be allocated to
pay tlie cost of the Project; and (c) $1 18,830.21 will be allocated to pay part of the interest that is due on the Bond 011 November I, 2005. IV. Replacement Proceeds. 1. Bond not Outstanding
Longer than Necessary. All of the procccds of the Bond will bc expended for the Project, which is a capital project. The Bond will not be outstanding for a period longer than 120% of
the average reasonably expected econon~ic life of the Project, determincd in the same manner as under i_s147(b) of the Code. .7 Bona Fidc Dcbt Seivice Fund. The Issuer will deplete any
fund that is used priniarily to achieve a proper matching within each bond year of rcvenues of of the Issucr with principal and interest payments on the Bond at least once each bond
year, except for a reasonable carryover amount not cxcecding tlic grcater of (a) the earnings on the fund for the immediately preceding bond year, or (b) one-twelfth of the principal
and intcrest paynicnts on the Bond for the inimediately preceding bond year. 3. No Other Replacement Proceeds. Other than amounts sl~ecifically identified as replacement proceeds of
the Bond in this certificate, there are no amounts (including witliout limitation sinking funds, pledged funds and other replacenlent proceeds) that (a) are held by or derived from the
Issuer, any related party to the Issuer or the State of Alaska; and (b) have a sufficiently direct nexus to tlie Bond or to the governniental purposes of tlie Bond to conclude that the
amounts would have been used for those govern~nentalp urposes if tlie proceeds of the Bond were not used or to be used for those govemniental purposes. V. Temporary Investment Period
for Capital Proiects. 1. Capital Proiect. All proceeds of the Bond will be allocated to expenditures for a capital project. 2. Temporary Period Tests. The Issuer has incurred or within
six months of the date hereof will incur a substantial binding obligation (which does not have a contingency within the control of the Issuer or a related party) to a third party to
spend at least five percent of the net sale proceeds of the Bond on costs of the Project. CER'I'IFICATE AS TO ARBITRAGE AND TAX COMPLIANCE Page 2 of 6 {1::K05315\7ill:K6753.1>OCJ
Con~pletion of the Project and the allocation of net sale proceeds of tlie Bond to expenditures will proceed with due diligence. The Issuer will expend at least 85% of the net sale procceds
of the Bond and amounts received from the investment thereof by December 1,2007. V1. Yield Linlitations on Investments of Gross Proceeds of the Bond. 1. Investn~ents Without Yield Limitation.
The following gross proceeds of the Bond niay be invested without yield limitation: (a) Amounts allocated to expenditures for a capital project (including issuancc costs, accrued intcrcst
and costs of the Project) may be investcd without yield limitation for a period not to exceed three years froni the date hereof. (b) Amounts allocated to any fund described in Section
IV.2 may be invested without yield limitation for a period not to exceed 13 months froni the date of their deposit therein. (c) Except as othenvise provided in this Scction VI.1, proceeds
received from investing proceeds of the Bond may be invested without yield limitation for a period of one year bcginning on the date of receipt. (d) In addition to gross proceeds of
the Bond described in Section Vl.l(a) through (c), an amount of gross proceeds of the Bond not exceeding $100,000 niay be invested without yield liniitatio~l as a minor portion of the
proceeds of the Bond. .7 Investments Subicct to Yield Limitation. GI-ossp roceeds of thc Bond that cannot be invested without yield limitation under this scction will be invested at
a yield, computed in the manner described in Section VII.2, which does not exceed the yicld on the Bond by more than .125%. VII. Computation of Yield 1. Computation of Yield on Bond.
For purposes of this Certificate, the yield on the Bond is deemed to be equal to the yield on tlle Bond Bank Bonds. The yield on the Bond Bank Bonds is tile discount rate that, when
used in computing the present value as of the Issue Date of all unconditionally payable payments of principal and interest on the Bond Bank Bonds and amounts reasonably expected to be
paid as fees for qualified yuarantees on the Bond Bank Bonds, produces an amount equal to the present value, using the same discount rate, of the aggregate issue price of the Bond Bank
Bonds as of the Issue Date. The bond insurance with respect to the Bond Bank Bonds llas been treated as a qualified guaranty on the Bond Bank Bonds. The issue price of the Bond Bank
Bonds is the initial offering price of the Bond Bank Bonds to the public (excluding bond houses, brokers and other intermediaries) at which price at least 10% of each maturity of the
Bond Bank Bonds was sold. CERTIFICATE AS TO ARBITRAGE AND TAX COIMPLIANCE Page 3 of 6 {F:\5053Ij\7YIPK6753.I)OC)
The yield on the Bond Bank Bonds has been detennined to be 4.000691%. Such determination as to yield has been made by Westem Financial Group, LLC, based on the representations made to
the Bond Bank by Wells Fargo Brokerage Services, LLC as to the offering prices at which a substantial amount of each maturity of the Bond Bank Bonds was sold. 2. Computation of Yield
on Investmcnts. The yield on an investment allocated to the Bond is tlie discount rate that, when used in computing the present value as of the date the investment is first allocated
to the Bond of all unconditionally payable receipts from the investment, produces an amount equal to the present value of all unconditionally payable payments for tlie investment. The
frequency of conipounding interest that is used to calculate yields on investnients allocated to the Bond is the same as that used to calculate thc yield on the Bond Bank Bonds. VIII.
Arbitrage Rebate The Issuer will pay the rebate amount with respect to the Bond to the Unitcd States of America in accordancc with $148(f) of the Code. IX. Hedge Bond Representations.
85% or the spendable proceeds of the Bond will bc used to carry out the govel~in~ental pullloses of tlie Bond within the three-year period beginning on the Issue Date. Not more than
50% of the proceeds of the Bond will be invested in nonpulyose investments (as defined in $148(f)(6)(Ao) f t he Code) having a substantially guaranteed yield for four years or more.
X. Rcimbursenient Reprcscntations None of the proceeds of the Bond will be allocated to reimburse the Issuer for expenditures paid before the Issue Date, other than the following expenditures:
1. Preliminary expenditures such as architectural, engineering, surveying, soil testing, bond issuance costs and similar costs that, in the aggregate, are not in excess of 20% of the
sale proceeds of tlie Bond. Such preliminary expenditures do not include expenditures for costs of land acquisition, site preparation and similar costs incident to coniniencement of
construction. 2. Expenditures for issuance costs or in an amount not exceeding $100,000. 3. Expenditures described in the Ordinance, and which are paid no earlier than September 5,2004;
provided that the reimbursement of such expenditures occurs not later than 18 months after the later of (i) the date the original expenditure is paid and (ii) the date the Project is
placed in service or abandoned, but in no event more than three years after the date on which the expenditure was paid. CERTIFICATE AS TO ARBITRAGE AND TAX COMPLIANCE Paze 4 of 6 I F:U053
I 5\7\TFK6753.DOCJ
XI. General Representations. 1. Other Obligations. There are no other obligations of the Issuer which are sold at substantially the sanie time as the Bond, are sold pursuant to the same
plan of financing together with tlie Bond, and are reasonably expected to be paid out of substantially the sanie source of funds as the Bond. 2. Abusive Transactions. The Bond is not
and will not be part of a transaction or series of transactions that attempt to circumvent the provisions of $148 of the Code and the regulations thereunder by (a) enabling the Issuer
to exploit tlie difference between tax exempt and taxable interest rates to gain a material financial advantage, or (b) overburdening the tax exempt bond market. The Issuer has covenanted
in tlie Ordinance that it will make no use or investment of the proceeds of the Bond which will cause the Bond to be an "arbitrage Bond" subject to federal income taxation under the
Code. XII. Exoectations as to Private Activity Bond. The Issuer reasonably expects that neither tlie proceeds of the Bond, nor thc property financed with the proceeds of the Bond, will
be used in such a manner as to cause the Bond to be a private activity Bond undcr $141 of the Code. Specifically, as long as tlie Bond is outsta~iding: 1. General Private Activity Bond
Tests (a) No more than 10% of the proceeds of the Bond, and no more than 10% of the Project, will be used in the trade or business of a nongovemmental person, other than use by a nongovernmental
person as a member of the general public. A nongovernmental person is any person or entity other than a state or local governmental unit. Nongovernmental persons include the federal
government and an organization described in Section 501(c)(3) of the Code. A nongovernmental
person uses the Project as a member of the general public only if the Project is intended to be available and in fact is reasonably available for use on the same basis by natural persons
not engaged in a trade or business. Use by a nongovemmental person other than as a member of the general public includes ownership, or use under an arrangement that conveys priority
rights or other preferential benefits, including actual or beneficial use under a lease, management contract, service or incentive payment contract, output contract or other special
arrangement. (b) No more than 10% of the debt service on the Bond will be directly or indirectly (i) secured by any interest in property used or to be used in the trade or business of
a nongoveliinie~ital person, or secured by payments in respect of property used or to be used in the trade or business of a nongovemmental person; or (ii) derived from payments in respect
of property, or borrowed money, used or to be used in the trade or business of a nongovemmental person. This tcst is applied by comparing the present value of the payments or property
with the CERTIFICATE AS TO ARBITRAGE AND TAX COIMI'LIANCE Page 5 of 6 /I::U05315\7V11:K6753.DOC)
present value of the debt service to be paid over the tenii of tlie Bond, in each case discounted to the Issue Date at a discount rate equal to the yield on the Bond. 2. Private Loan
Financing Test. No more than 5% of the sale proceeds of the Bond and investment proceeds of the Bond accruing before the Project is placed in service, will be used (directly or indirectly)
to make or finance loans to any nongovernmental person. 3. Unrelated or Disnronortionate Use Test (a) The amount of proceeds of the Bond used by a nongovenililental person (as described
under Section XII.l(a) above) for an unrelated or disproportionate use does not exceed 5% of the proceeds of the Bond. (b) The amount of private security or payments (as dcscribed under
Section XII. l (b) above) attributable to suc11 an unrelated or disproportionate use does not exceed 5% of the debt service on the Bond. (c) Use in tlie trade or business of a nongoveninlental
person is not considered an unrelated use if (i) tlie use must be located within, or adjacent to, a goveninientally used facility; (ii) the use is for the same purpose as use of the
sarnc facility by a governnxxtal person, and the governmental use is not insignificant; or (iii) the facility is used in the same manner as a use in the trade or business of a nongovernmental
person that is related to a governmental use, and the related use is not insignificant. (d) Use in the tradc or busincss of a nongovcmmental person is disproportionate to a rclatcd govemlnental
use only to the extcnt that the amount of proceeds uscd in that trade or business exceeds the amount of proceeds used for the related governmental use. 4. Sale of Property. The Issuer
will not sell, encumber or otlienvisc dispose of any property financed by the Bond, except such parts or portions that may be disposed of because of nonlial wear, obsolescence or depreciation,
prior to the final maturity of the Bond. DATED this is' day of December 2004. KODIAK ISLAND BOROUGH, ALASKA Z&d d22 KARLETON G. SHORT Finance Director CERTIFICATE AS TO ARBITRAGE AND
TAX COMPLIANCE Page 6 of 6 (1::U05315\7\TFK67j3.DOC;
CERTIFICATE OF DELIVERY AND PAYMENT I, KARLETON G. SHORT, Finance Director of the Kodiak Island Borouyh (the "Issuer"), HEREBY CERTIFY that: 1. On the datc hereof, I caused to be delivered
to the Alaska Municipal Bond Bank (the "Purchaser") the $11,050,000 General Obligation School Bond, 2004 Series B (the "Bond"), ddy executed by or on behalf of the Issuer. 2. At or before
the time of such delivery there was received by the Issuer $11,168,830.21, as fill1 payment for and the total proceeds of the Bond, consisting of the $1 1,050,000.00 principal amount
of the Bond, plus $1 18,830.21 of original issue premium. IN WITNESS WHEREOF, I have executed this certificate this 1" day of December 2004. KODIAK ISLAND BOROUGH, ALASKA 7Y& A! A& KARLETON
G. SHORT Financc Director RECEIPT OF PURCHASER The undersigned hereby acknowledges reccipt of the Kodiak Island Borough, Alaska General Obligation School Bond, 2004 Series A, in the
principal amount of $1 1,050,000. DATED this lS' day of December 2004. ALASKA MUNICIPAL BOND BANK
SIGNATURE CERTIFICATE We, the undersigned officers of the Kodiak Island Borough (the "Borough"), a municipal corporation of the State of Alaska, HEREBY CERTIFY that the $11,050,000 Kodiak
Island Borough, Alaska, General Obligation School Bond, 2004 Series B (the "Bond"), was duly and completely signed on behalf of the Borough by the execution thereon of the signature
of the undersigned Jerome Selby, Mayor of the Borough, and duly and completely attested by the execution thereon of the signature of the undersigned Judith A. Nielsen, Clerk of the Borough.
We further certify that the signatures subscribed below are the true and genuine signatures of said officers respectively. We further certify: (a) that on the date of execution of the
Bond, and on the date hereof, the undersigned were and are the duly elected or appointed, qualified and acting officers of the Borough authorized to execute the Bond, holding the respective
offices indicated by the official titles set beneath said signatures below; and (b) that that the seal which is impressed upon this certificate has been impressed on the Bond and is
the official seal of the Kodiak Island Borough, Alaska. IN WITNESS WHEREOF, we havc executed this certificate and caused the seal of the Borough to be impressed hereon this 15' day of
December 2004. Borough C1e1-k Kodiak Island Borough [ S E A L ]
Mayor and Members of the Borough Assembly Kodiak Island Borough 710 Mill Bay Road Kodiak, Alaska 996 15 JAMIN,E BELL,S CHMITT& MASON A PROFESStONIL CORPORATION ATTORNEYS AT LAW KODlAK
O F F I C E : SUITE 2 0 1 1 0 0 7 WEST THIRD AVENUE A N C H O R A G E . ALASKA 93501 TELEPHONE: (-71 27861CC FACSIMILE: (-71 222-2760 REPLY TO: ANCHORAGE OFFlCE December 1,2004 Board
of Directors Alaska Municipal Bond Bank Department of Revenue 333 Willoughby Avenue Juneau, Alaska 998 1 1-0405 SEATTLE OFFtCE: Y Y T Y A L LlFE BUILDING 605 FIRST AVENYE. SUITE 390
SEATTLE. W A S * I N C . I O N 8810.i TELEPHONE. ,2061 6 E Z . I B 3 4 F*CSIYILE, i E 0 6 , 6E3.7521 Wells Fargo Brokera 3,e Services, LLC XL Capital Assurance Inc. 299 S. Main Street,
5 Floor 1221 Avenue of the Americas Salt Lake City, Utah 841 11 New York, New York 10020 Re: Proposed Issuance and Sale of $1 1,050,000 Kodiak Island Borough General Obligation School
Bonds, 2004 Series B Our File No. 4702-100 Ladies and Gentlemen: We are the duly appointed Borough Attorneys of the Kodiak Island Borough, Alaska (the "Issuer"). This opinion is given
in connection with the issuance and sale by the Issuer of its $1 1,050,000 General Obligation School Bond, 2004 Series B (the "Bond"). The Bond is being sold to the Alaska Municipal
Bond Bank (the "Bond Bank") pursuant to a Loan Agreement dated as of December 1,2004 (the "Loan Agreement") between the Bond Bank and the Issuer. We are of the opinion that no litigation
is pending, or to our knowledge threatened, against the Issuer in any court affecting the corporate existence of the Issuer, or the titles of its officers to their respective offices,
or seeking to restrain or enjoin the issuance, sale or delivery of the Bond, or in any manner questioning the authority or proceedings for the authorization or issuance of the Bond,
or the right of the Issuer to levy and collect taxes pledged or to be pledged to pay the principal of and interest on the Bond, or the pledge thereof, in any way contesting or affecting
the validity or enforceability of the Bond or the Loan Agreement. Best regards. Very truly yours, JAMIN, EBELL, SCHMITT & MASON C. Walter Ebell CWEIsm cc: Kodiak Island Borough 4702\TFK6760.\vpd
CONTINUING DISCLOSURE CERTIFICATE The Kodiak Island Borough, Alaska (the "Borough") executes and delivers this Continuing Disclosure Certificate (the "Disclosure Certificate") in connection
with the issuance of $13,925.000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "Bonds"). The Bonds are being issued under the General Bond Resolution of the
Alaska Municipal Bond Bank (the "lssuer")adopted May 27,1976, as amended, (the "General Resolution") and a Resolution of the Issuer entitled, "A Series Resolution Authorizing the Issuance
of General Obligation Bonds, 2004 Series D, of the Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters," adopted November 3, 2004 (together
with the General 'Resolution, the "Resolutions"). The Borough covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. The Borough is executing and delivering
this Disclosure Certificate for the benefit of the Beneficial Owners of the Bonds, and to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule
15c2-12(b)(5). The Borough is an "Obligated Person" within the meaning of the Rule. Section 2. Definitions. In addition to the definitions set forth in the Resolutions, which apply to
any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report"
means any Annual Report provided by the Borough pursuant to, and as described in, Section 3 of this Disclosure Certificate. "Borough" means the Kodiak Island Borough, Alaska. "Fiscal
Year" means the fiscal year of the Borough (currently the 12-month period ending June 30) as such fiscal year may be changed from time to time as required by State law and the Borough's
ordinances. "Issuer" means the Alaska Municipal Bond Bank. "NRMSIR means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The NRMSIRs,
as of the date date hereof, are listed in Attachment A. "Participating Underwriter" means any of the original underwriters of the Bonds required to comply with the Rule in connection
with the offering of the Bonds. "Repository" means each NRMSIR and the SID. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended from time to time.
"SID" means any public or private repository or entity designated by the State of Alaska as a state depository for the purposes of the Rule. Currently there is no SID. Section 3. Provision
of Annual Reports and Financial Statements. Commencing with its Fiscal Year ending June 30,2004, the Borough will provide to each Repository the following: (a) Not later than 180 days
after the end of each Fiscal Year, an Annual Report for the Fiscal Year. The Annual Report shall contain or incorporate by reference the following annual financial information and operating
data (i) annual financial statements for the Borough, prepared in accordance with generally accepted accounting principles applicable to governmental entities, as such principles may
be changed from time to time; (ii)financial information generally of the type included in Appendix E of the Official Statement; (iii) a statement of authorized, issued, and outstanding
general obligation debt of the Borough; (iv) the assessed value of the property within the Borough subject to ad valorem taxation; and (v) ad valorem tax levy rates and amounts and percentages
of taxes collected. Any or all of these items may be incorporated by reference from official statements of debt issues of the Borough that are available from the Municipal Securities
Rulemaking Board, and from other documents which have been submitted to the Repositories or the Securities and Exchange Commission. The Borough shall clearly identify each such other
document so incorporated by reference. The Annual Report may be submitted as a single document or as separate documents comprising a package, provided that audited financial statements
of the Borough may be submitted separately from the remainder of the Annual Report. (b) If not provided as part of the Annual Report, then promptly upon their public release, the audited
financial statements of the Borough for each Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to governmental entities, as such principles
may be changed from time to time. Any filing required under the terms of this Disclosure Certificate may be made solely by transmitting such filing to the Texas Municipal Advisory Council
(the "MAC") as provided at http:llwww.disclosureusa.org unless the United States Securities and Exchange Commission has withdrawn the interpretiveadvice in its letter to the MAC dated
September 7, 2004. AMBB/General Obligation Bonds, 2004 Series D Continuing Disclosure Certificate -KIB l.lDoCIU74Zi692imnl dsC KI8.vmd Page 2
Section 4. Notice of Failure to Provide Information. The Borough shall provide in a timely manner to each Repository notice of any failure to satisfy the requirements of Section 3 of
this Disclosure Certificate. Section 5. Termination of Reportinq Oblipation. The Borough's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior
redemption or payment in full of its loan obligation with the lssuer. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Borough may
amend this Disclosure Certificate, provided that the amendment meets each of the following conditions: (a) The amendment is made in connection with a change in circumstances that arises
from a change in legal requirements, change in law, or change in the identity, nature or status of the Borough; (b) This Disclosure Certificate, as amended, would have complied with
the requirements of the Rule as of the date hereof, after taking into account any amendments or interpretations of the Rule, as well as any changes in circumstances; and (c) The Borough
obtains an opinion of nationally recognized bond counsel to the effect that the amendment will not adversely affect the Issuer's compliance with the Rule or its continuing disclosure
undertaking; and (d) The Borough notifies and provides the Issuer and each then existing Repository and any SID with the copies of the opinions and amendments. Any such amendment may
be adopted without the consent of any Beneficial Owner of any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or the Resolutions. The first Annual Report
containing amended operating data or financial information pursuant to an amendment of this Disclosure Certificate shall explain, in narrative form, the reasons for the amendment and
its effect on the type of operating data and financial information being provided. Section 7. Default. In the event of a failure of the Borough to comply with any provisionof this Disclosure
Certificate, any Beneficial Ownermay takesuch actionsas may be necessary and appropriate, including an action to compel specific performance, to cause the Borough to comply with its
obligations under this Disclosure Certificate. No failure to comply with any provision of this Disclosure Certificate shall be deemed an Event of Default under the Resolutions, and the
sole legal remedy under this Disclosure Certificate in the event of any failure of the Borough to comply with this Disclosure Certificate shall be an action to compel specific performance.
AtJBB General Obl gal on Bo,los. 200: Seres D Continuing Disclosure Cerlilicale -KIB Page 3
Section 8. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Borough, the Issuer, the Trustee, the Participating Underwriter, and the Beneficial Owners
from time to time of the Bonds, and shall create no rights in any other person or entity. DATED this 1st day of December 2004. KODIAK ISLAND BOROUGH, ALASKA By: PATRICK CARLSON Borough
Manager AMBBIGeneral Obligation Bonds, 2004 Series D Continuing Disclosore Cenificafe -KIB I:\Do~ri3742lG9Zimndl ,rcKIB.irpd Page 4
ATTACHMENT A --NRMSlRs (As of November 1,2004) 1. Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 2. DPC Data Inc.
One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201 ) 947-01 07 www.dpcdata.com Email: nrrnsir@dpcdata.com 3. FT Interactive Data ATTN: NRMSIR 100 William Street New
York, NY 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary Market Information (212) 771-7391 (Primary Market Information www.interactivedata.com Email: NRMSIR@FTID.com 4. Standard
& Poor's Securities Evaluations, Inc. 55 Water Street, 45th Floor New York, NY 10041 Phone: (21 2) 438-4595 Fax: (21 2) 438-3975 www.iikennv.comliikennylpser descrip data rep.html E-mail:
nrmsir repository@sandp.com In lieu of the foregoing, filings may be made directly through the facilities of Texas Municipal Advisory Council at http:llwww.disclosureusa.orql subject
to Section 3(b) of the Continuing Disclosure Certificate. AMBB/Genenl Obligation Bonds, 2004 Series D Continuing Disclosure Certificate -KIB I:warl37d2i692imnldt~c WBviPa Page 5
CERTIFICATE OF BOROUGH MANAGER I, PATRICK CARLSON, Borough Manager of the Kodiak Island Borough (the "Issuer"), HEREBY CERTIFY that: 1. Pursuant to Ordinance No. FY2005-OS of the Issuer,
I have approved the dated date, the principal and interest payment dates, the record dates for interest payments, the aggregate principal amount, the principal amount of each maturity,
the interest rates, the optional redemption terms, and other details of the Issuer's General Obligation School Bond, 2004 Series B (the "Bond") as set forth in Schedule X attached hereto,
and I have executed on behalf of the Issuer the Loan Agreement dated as of December 1, 2004 between the Issuer and the Alaska Municipal Bond Bank (the "Bond Bank") with respect to the
Bond. 2. No litigation is pending, or to my knowledge threatened, against the Issuer in any court affecting the corporate existence of the Issuer, or the titles of its officers to their
respective offices, or seeking to restrain or enjoin the issuance, sale or delivery of the Bond, or in any manner questioning the a~thorityo r proceedings for the authorization or issuance
of the Bond, or the right of the Issuer to levy and collect taxes pledged or to be pledged to pay the principal of and interest on the Bond, or the pledge thereof, in any way contcsting
or affecting the validity or enforceability of the Bond or the Loan Agreement. 3. I have examined the Official Statement dated November 16, 2004 of the Bond Bank for its $13,925,000
General Obligation Bonds, 2004 Series D (the "Official Statement"). To the best of my knowledge and belief, after reasonable investigation as of the date of this certificate, the statements
about the Issuer contained in the Official Statement under "APPENDIX E -KODIAK ISLAND BOROUGH, ALASKA" are fair and accurate statements or summaries of the matters therein set forth
and nothing has come to my attention that leads me to believe that such information contains any untrue statement of material fact or omits to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. There has not been any material adverse change in the operations or financial affairs
of the Issuer or relating to the economy of the Issuer since the date of the Official Statement. 4. Except as disclosed in the Official Statement, the Issuer has complied with each continuing
disclosure undertaking that the Issuer has previously entered into pursuant to Rule 15~2-12. DATED this 1'' day of December 2004. ' KODIAK ISLAND BOROUGH, ALASKA PATRICK CARLSON Borough
Manager
Schedule X KODIAK ISLAND BOROUGH, ALASKA $11,050,00 General Obligation School Bond, 2004 Series B Date: Dated as of December 1,2004. Record Dates: The 15"' day of the month next preceding
the applicable interest payment date. Maturities, Interest Rates and Interest Payment Dates: Installments of principal of the Bond mature on November 1 in each of the years in the amounts,
and bear interest payable on November 1,2005 and semiannually thereafter on the lS'days of May and November of each year, at the rates per annum, as follows: Principal Amount $ 180,000
410,000 420,000 435,000 445,000 460,000 475,000 490,000 510,000 530,000 Interest Rate 3.00 % 3.00 3.00 3.00 3.00 3.50 3.50 3.50 4.00 4.00 Principal Amount $ 550,000 570,000 595,000 620,000
650,000 675,000 705,000 740,000 775,000 8 15,000 Interest Rate 4.00 % 4.00 4.00 4.50 4.50 4.50 4.50 5.00 5.00 5.00 Redemption Provisions: Instalhnents of principal of the Bond due on
and after November 1, 2015, shall be subject to prepayment on and after November 1, 2014, at the option of the Borough (subject to any applicable provisions of the Loan Agreement), in
such principal amounts and from such maturities as the Borough may determine, and by lot within a maturity, at a redemption price equal to the principal amount to be prepaid, plus accrued
interest to the date of prepayment.
UNITED STATES OF AMERICA STATE OF ALASKA KODIAK ISLAND BOROUGH (A Municipal Corporation of the State of Alaska) NO. R-1 GENERAL OBLIGATION SCHOOL BOND, 2004 SERIES B Registered Owner:
ALASKA MUNICIPAL BOND BANK Principal Amount: ELEVEN MILLION FIFTY THOUSAND DOLLARS The Kodiak Island Borough (the "Borough"), a municipal corporation of the state of Alaska, hereby acknowledges
itself to owe and for value received promises to pay to the Registered Owner identified above, or its registered assigns, the principal amount shown above in the following installments
on November 1 of each of the following years, and to pay interest on such installments from the date hereof, payable on November 1, 2005 and semiannually thereafter on the lS'days of
May and November of each year, at the rates per annum as follows: Principal Amount Principal Amount Interest Rate 2005 $ 180,000 50,000 4.00 % 2006 410,000 70,000 4.00 2007 420,000 95,000
4.00 2008 435,000 3.00 201 8 620,000 4.50 2009 445,000 3.00 2019 650,000 4.50 2010 460,000 3.50 2020 675,000 4.50 201 1 475,000 3.50 2021 705,000 4.50 2012 490,000 3.50 2022 740,000
5.00 2013 510,000 4.00 2023 775,000 5.00 2014 530,000 4.00 2024 815,000 5.00 When this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest
shall be made as provided in the Loan Agreement between the Bond Bank and the Borough (the "Loan Agreement"). When this Bond is not owned by the Bond Bank, installments ofprincipal and
interest on this Bond shall be paid by check or draft mailed by first class mail to the Registered Owner as of the close of business on the 15'~d ay of the month preceding each installment
payment date; provided that the final installment of principal and interest on this Bond shall be payable upon presentation and surrender of this Bond by the Registered Owner at the
office of the Registrar. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Bond are (F:\505315\7\~K6757.K6757.DOC)
Page 1 of 3
payable in lawful money of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. This Bond
is one of the General Obligation School Bonds, 2004 Series B of the Kodiak Island Borough, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating
$1 1,050,000 in principal amount, and constituting Bonds authorized for the purpose of paying the cost of school and related capital improvements in the Borough, and is issued under
Ordinance No. FY2005-08 of the Borough entitled: AN ORDINANCE OF THE KODIAK ISLAND BOROUGH ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION SCHOOL BONDS, 2004 SERIES B IN
THE PRINCIPAL AMOUNT OF NOT TO EXCEED $11,050,000 TO PROVIDE FUNDS FOR SCHOOL AND RELATED CAPITAL IMPROVEMENTS IN THE BOROUGH AND TO PAY COSTS OF ISSUING THE BONDS, FIXING CERTAIN DETAILS
OF SUCH BONDS, AUTHORIZING THEIR SALE, AND PROVIDING FOR RELATED MATTERS. (the "Ordinance"), Installments of principal of this Bond due on and after November 1, 2015, shall be subject
to prepayment on and after November 1, 2014, at the option of the Borough (subject to any applicable provisions of the L ent), in such principal amounts and from such maturities as the
Borough may det by lot within a maturity, at a redemption price equal to the principal amount to be p interest to the date of prepayment. This Bond is transferable as provided in the
only upon the bond register of the Borough, and (ii) upon surrender of this Bond toget written instrument of transfer duly executed by the registered owner or the duly authorized attorney
of the registered owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and maturity shall be issued to the transferee in exchange therefor
as provided in the Ordinance and upon the payment of cl~argesi,f any, as therein prescribed. The Borough may treat and consider the person in whose name this Bond is registered as the
absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price, if any, hereof and interest due hereon and for all other purposes
whatsoever. This Bond is a general obligation of the Kodiak Island Borough, and the full faith and credit of the Borough are pledged for the payment of the principal of and interest
on the Bond as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by the constitution or statutes of the State of Alaska to exist,
to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed, and that the series of Bonds of which this is one,
together with all other indebtedness of the Borough, is within every debt and other limit prescribed by said constitution or statutes. Page 2 of 3
IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH, ALASKA, has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor and its corporate
seal (or a facsimile thereof) to be impressed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Clerk, all as of the is' day of December 2004. ATTEST:
[ S E A L ] Page 3 of 3
December 1,2004 Mayor and Members of the Borough Assembly Kodiak Island Borough 710 Mill Bay Road Kodiak, Alaska 9961 5 Board of Directors Alaska Municipal Bond Bank Department of Revenue
333 Willoughby Avenue Juneau, Alaska 9981 1-0405 Wells Fargo BI-okerage Services, LLC 299 S. Main Street, 5"' Floor Salt Lake City, Utah 841 11 XL Capital Assurance Inc. 1221 Avenue
of the Americas New York, New York 10020 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the Kodiak Island Borough, Alaska (the "Issuer") of its
$1 1,050,000 General Obligation School Bond, 2004 Series B (the "Bond"). We have examined the law and sucli certified proceedings and other papers as we deem necessary to render this
opinion. The Bond is authorized by Ordinance No. FY2005-08 of the Issuer adopted November 4, 2004 (the "Ordinance"), and is issued under a Loan Agreement dated as of December 1, 2004
(the "Loan Agreement") between the Issuer and the Alaska Municipal Bond Bank.
BIRCHH. ORTONB, ITTNEARN D CHEROT A PROFESSIONAL CORPORD.TION December 1, 2004 Page 2 The Bond is registered in fonii, is dated December 1, 2004, niatures on November 1 in each of the
years in the respective principal amounts, and bears interest at the rates, as follows: Year Principal Amount 2005 S 180,000 2006 ' 410,000 2007 420,000 2008 435,000 2009 445,000 2010
460,000 201 1 475,000 2012 490,000 2013 5 10,000 2014 530,000 Interest Rate 3.00 % 3.00 3.00 3.00 3.00 3.50 3.50 3.50 4.00 4.00 Principal Amount S 550,000 570,000 595,000 620,000 650,000
675,000 705,000 740,000 775,000 815,000 Interest Rate 4.00 % 4.00 4.00 4.50 4.50 4.50 4.50 5.00 5.00 5.00 Thc Bond bears interest from December 1, 2004, payable on Novcmber 1, 2005,
and semi-annually thereafter on May 1 and Novcmber 1 in each year. The Bond is subject to optional rcdcmption prior to maturity as provided in the Ordinance and the Loan Agreement. As
to questions of fact material to our opinion, we have relied upon the certilied proceedings and other other certifications of public officials furnished to us without undertaking to
verify the same by independent investigation. Based
upon the foregoing, we are of the opinion that, under existing law: 1. The Bond is the valid and legally binding general obligation of the Issuer for the payment of the principal and
intercst of which the Issuer llas the powcr and is obligated to levy taxcs upon all taxable property in the Kodiak Island Borough without limitation as to rate or amount and for the
payment of \vhich the full faith and credit of the Issuer arc pledged. 2. The Loan Agreement has been duly authorized, executed and delivered by, and constitutes a binding agreement
in accordance with its ternis of, the Issuer, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally, or general principles of equity. 3. The interest on the Bond is excluded fron~g ross income for federal income tax purposes and is not an item of tax
preference for purposes of the federal altenlative minimum tax imposed on individuals and corporations; however, interest on the Bond is taken into account in deteniiining adjusted current
earnings for the purpose of computing the corporate alternative minimum tax under Section 55 of the Internal Revenue Code of 1986 (the "Code"). The opinion set folth in the preceding
sentence is subject to the conditions that the Issuer comply with all requirements of the Code that niust be satisfied subsequent to the issuance of the Bond in order
BIRCH, I-IORTON. BIITNER AND CHEROT APROFESSIONAL CORPORATION December 1,2004 Page 3 that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes.
The Issuer has covenanted to comply with each such requirement. Failure to co~uply with certain of such requirements niay cause the inclusion of interest on the Bond i11 gross income
for federal income tax purposes to be retroactive to the date of issuance of the Bond. We express no opinion regarding other federal tax consequences arising with respect to the Bond.
Very tidy yours, BIRCH, HORTON, BITTNER and CHERO'I Thomas F. Klinkner
LAW OFFICES BIRCHH,O WONB, ITTNEARN D CHEROT A PROFESSIONALC ORPORATION 1127 WEST SEVENTH AVENUE . ANCHORAGE, ALASKA 99501-3399 . TELEPHONE (907) 278-1550 (800) 478-1550 . FACSIMILE
(907) 276-3680 December 1, 2004 Mayor and Members of the Borough Assembly Kodiak Island Borough 710 Mill Bay Road Kodiak. Alaska 9961 5 Board of Directors Alaska Municipal Bond Bank
Department of Revenue 333 Willoughby Avenue Juneau, Alaska 9981 1-0405 Wells Fargo Brokerage Scrviccs, LLC 299 S. Main Strect, 5'" Floor Salt Lakc City, Utah 841 11 XL Capital Assurance
Inc. 1221 Avenue of the Americas New York, New York 10020 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the Kodiak Island Borough, Alaska (the
"Issuer") of its $1 1,050,000 General Obligation Scliool Bond, 2004 Series B (the "Bond"). We have examined the law and sucll certified proceedings and other papers as we deem necessary
to render this opinion. We are of the opinion that tlie statements contained in the Official Statement Statement dated November 16, 2004 with respect to the $13,925,000 General Obligation
Bonds, 2004 Series D of the Alaska Municipal Bond Bank under tlie heading "Security for the 2004 Series D Bonds-Municipal Bonds," insofar as such statements pertain to the Issuer and
the Bond, and in Appendix E -"Kodiak Island Borougli," under the captions "Authorization and Pul-pose of the General Obligation School Bond, 2004 Series B," and "Security" are fair and
accuratc statenients
BIRCHI,-IORTON, B l l TNE R AND CHERO'T A PROFESSIONAL CORPORATION December 1,2004 Page 2 or summaries of the matters thcrein set forth and nothing has come to our attention which leads
us to believe that such infomlation contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, 111 the light of the circumstances
under which they were made, not misleading. Very truly yours, BIRCH, HORTON, BITTNER and CHEROT Thomas F. Klinkner
Form 8038-G 1 Information Return for Tax-Exempt Governmental Obligations + Under Internal Revenue Code section 149(el OM0 No. 1545-0720 (Rev. November 2000) t See separate Instructions.
~ e p a rmn0!1 ihe Ticuruiy Infernal Rc-e Se&c Caution: If rhe issue price is under SlOO.000, use Form 8038-GC. Kodiak Island Borough Reportinq Authority If Amended Return, check here
b [7 1 Issuer's name 1 2 Issuer's employer identification number 92 i 0030845 710 Mill Bay Road ~~ -12 [7 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . 13 [7
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) .
. . . . . . . . . . . . . . . . . . 16 [7 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3 Number and street (or P.O. box if mail is not delivered to street address1 I ~oom/suitel 4 Report number 3 2004-2 ............... General Obligation School Bond, 2004 Series B (a)
Final ma~uriryd ate (el Solnaiceed a rt emdoamtupritllya n averaqe malurity None I I I , ember1,2024 1 S 11,168.830 1 S 11,050,000 1 11.931 years I 4.0007 % Uses of Proceeds of Bond
lssue (including underwriters' discount) " 5 City. town, or post office, sate, and ZIP code Kodiak, Alaska 99615 7 Nam* nr i<<llP 22 Proceeds used for accrued interest . . . . . . .
. . . . . . . . . . . . . . 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . 24 Proceeds used for bond issuance costs (including underwriters' discount)
. 25 Proceeds used for credit enhancement . . . . . . . . . . . . 26 Proceeds allocated to reasonably required reserve or replacement fund . . 27 Proceeds used to currently refund prior
issues . . . . . . . . . 28 Proceeds used to advance refund prior issues . . . . . . . . . 29 Total (add lines 24 through 28). . . . . . . . . . . . . . . 6 Date of issue December I,
ZOO4 8 CUSlP number 3 Name and title of officer or legal representative whom the IRS may call for more information Karleton G. Short, Finance Director 31 Enter the remaining weighted
average maturity of the bonds to be currently refunded . . . b years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . t years 33 Enter the last
date on which the refunded bonds will be called . . . . . . . . . . . t 34 Enter the date($ the refunded bonds were issued b Miscellaneous 35 Enter the amount of the state volume cap
allocated to the issue under section 141(b)(5) . . . 35 0 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investmenl contract (see insuuctionJ 3%~ 0
b Enter the final maturity date of the guaranteed investment contract b 37 Pooled financings: a Proceeds of this issue that are lo be used to make loans to other governmental unils i0
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box t Ed and enter the name of the issuer ,, ,, Alaska Municipal Bond Bank and the date of the issue
t December 1.2004 38 if the issuer has designated the issue under section 265(b)(3)(B)(i)(lll)( small issuer exception), check box . . . b [7 39 If the issuer has elected to pay a penally
in lieu of arbitrage rebate, check box . . . . . . . . . . . . b 40 if the issuer has identified a hedge, check box . . . . . . . . . . . . . . . . . . . . . . . b Under penalties of
pequry. I declare that I have examlned this return and accampanylng schedules and statements. and to the best 01 my knowledge and bellel. they are sue. conecr. and complete. 10 Teiephone
number of officer or legal IepreSenlaUve ( 907 ) 486-9320 Type of lssue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 Education . . . .
. . . . . . . . . . . . . . . . . . . . . . . . I 11 I 11,168,830 Sign Here 12-1-dv Karleton G. Short, Finance Director Slgnamre a1 issuer's authorized reprerenlalNe Date Type or print
name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. NO. 63773s ~ o rm8 038-G (RCV 11.zoao)
CERTIFICATE OF EXECUTIVE DIRECTOR AWARDING THE 2004 SERIES D BONDS TO WELLS FARGO BROKERAGE SERVICES, LLC AND ESTABLISHING THE INTEREST RATES AND OTHER DETAILS OF THE BONDS I, DEVEN
J. MITCHELL, Executive Director of the Alaska Municipal Bond Bank (the "Bank"), HEREBY CERTIFY as follows: 1. Pursuant to a general Resolution entitled "A Resolution Creating And Establishing
An Issue Of Bonds Of The Alaska Municipal Bond Bank Authority; Providing For The lssuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said
Bonds; And Providing For The Rights Of The Holders Thereof," adopted May 27, 1976, as amended, and a series resolution entitled "A Series Resolution Authorizing the Issuance of General
Obligation Bonds, 2004 Series D, of the Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters," adopted November 3, 2004 (the "Resolution"),
the Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D ("the Bonds") of the Bank were offered for public sale on November 16,2004. 2. Each of the bid proposals attached
hereto as Exhibits A through C were received at the time and place stated in the Official Notice of Sale for the Bonds. 3. The bid proposal of Wells Fargo Brokerage Services, LLC (the
"Successful Bidder") for the purchase of the Bonds was accepted as the bid with the lowest true interest cost determined pursuant to the Resolution and the Official Notice of Sale, and
the Bonds are sold to the Successful Bidder at a price of $l4,lOO,O87.l5 on the date of their delivery. 4. Theaggregate principal amount ofthe Bonds is $1 3,925,000. The Bonds are dated
the date of delivery, and mature on November 1 in the years in the respective principal amounts, and bear interest from their date at the rates, as follows:
2004 SERIES D GENERAL OBLIGATION BONDS Principal Amount $430,000 lnterest Principal Amount $625,000 650,000 675,000 705,000 740,000 765,000 800,000 840,000 880,000 925,000 lnterest Rate
4.00% 4.00 4.00 4.50 4.50 4.50 4.50 5.00 5.00 5.00 lnterest on the Bonds is payable on November 1, 2005, and semi-annually thereafter on May I and November 1 in each year. The Bonds
are subject to optional redemption prior to their scheduled maturities as provided in the form of Bond. IN WITNESS WHEREOF, I have hereunto set my hand and impressed the seal of the
Bank this 1st dav of December 2004. dxecutive Director [ S E A L ] AMBBIGeneral Obligation Bonds. 2004 Series D Certificate Awarding the Bonds I:\Docs\37421692\cert.wpd
MuniAuction: Observation: AON Individual Bid : Wells Fargo Brokerage Services, LLC Page 1 of 3 ''...;----'-Exhibit A , . . ."> . .< .,: . ...:.....:.-.d. Alaska.Municipal.BB.GO.04D.AON
AON Individual Bid: Wells Fargo Brokerage Services, LLC Auction Date Type Start End Last Update Status Tue., Nov 16,2004 AON 11 :3O:OO am 12:00:00 pm 12:OO: 19 pm EST Over $1 3,925,000*
Alaska Municipal Bond Bank Authority General Obligation Bonds 2004 Series D Bidder: Wells Bidder TIC: 4.2069 '% Best AON TIC: 4.2069 D/u Status: Winner"* Fargo Brokerage Services, LLC
Serial1 Principal sinker/Due mount* Term Coupon Nov I, 2005 $400,000 Serial 3.000% Nov 1, 2006 $1,585,000 Serial 3.000% Nov 1, 2007 $455,000 Serial 3.000% Nov I, 2008 $475,000 Serial
3.000% Nov I, 2009 $495,000 Serial 3.000% Nov 1,2010 $515,000 Serial 3.500% Nov 1, 201 1 $540,000 Serial 3.500% Nov 1, 2012 $565,000 Serial 3.500% Nov 1, 2013 $585,000 Serial 4.000%
Nov I, 2014 $610,000 Serial 4.000% Nov 1, 2015 $635,000 Serial 4.000%
MuniAuction: Observation: AON Individual Bid : Wells Fargo Brokerage Services, LLC Page 2 of 3 Nov 1, 2016 $660,000 Serial 4.000% Nov 1, 2017 $685,000 Serial 4.000% Nov 1, 2018 S715,OOO
Serial 4.500% Nov 1, 2019 $750,000 Serial 4.500% Nov 1,2020 $780,000 Serial 4.500% Nov 1,2021 $810,000 Serial 4.500% Nov 1, 2022 $850,000 Serial 5.000% Nov 1, 2023 $885,000 Serial 5.000%
Nov 1,2024 $930,000 Serial 5.000% Purcl~aseP rice: $14,069,331.40 Insurance: XL CAPlTAL for All maturities. Time Submitted: 11:42:46 am MuniAuction Interest Cost Calculations (for infomiational
purposes only) 1-1 $6.712.256.251 iPlus Discount/(Less Premium) (ln4,)31 l l~otaIln terest Cost 11 $6,567,924.8511 Firm: Wells Fargo Brokerage Services, LLC l ~ r u Ien terest Rate *
Preliminary, subject to change **Winner -Unofficial, subject to verification and award. 1 4.2069%1 Click below to see other bidder results AON bids: RWD-JB, LIIZSF-BS, WACH-.KW, WELL-CB,
Best Bid, Cover Bid, I$-d Summary Go to: Ternis, Notice ofsale, Allle~!dw~ltPsO, S, Ru,e_s (modified 8/22/2003 @4:45 pm),
MuniAuction: Observation: AON Individual Bid : Wachovia Securities Page 1 of 3 Exhibit B /rrTl Observation .. , .: . .. . . Alaska.Municipal.BB.G0.04D.AON AON Individual Bid: Wachovia
Securities Auction Date Type Start End Last Update Status Tue., Nov 16, 2004 AON 11 :30:00 am 12:00:00 pnl 12:00:19 pm EST Over $1 3,925,000* Alaska Municipal Bond Bank Authority General
Obligation Bonds 2004 Series D Bidder: Wachovia Bidder TIC: 4.2140 "/;, Best AON TIC: 4.2069 % Status: Not Winner Securities Serial/Principal sinker/Due Amount* Term Coupon Nov 1,2005
$400,000 Serial 4.000% Nov 1,2006 $1,585,000 Serial 4.000% Nov 1, 2007 $455,000 Serial 4.000% Nov 1,2008 $475,000 Serial 4.000% Nov 1,2009 $495,000 Serial 4.000% Nov 1, 201 0 $5 15,000
Serial 3.500% Nov 1, 201 1 $540,000 Serial 3.750% Nov I , 2012 $565,000 Serial 3.750% Nov 1, 2013 $585,000 Serial 3.750% Nov 1, 2014 $610,000 Serial 3.750% Nov 1,701 5 $635,000 Serial
3.900% Nov 1, 201 6 $660,000 Serial 4.000% Nov 1,2017 $685,000 Serial 4.100% Nov 1, 2018 $715,000 Serial 4.100%
MuniAuction: Observation: AON Individual Bid : Wachovia Securities Page 2 of 3 Nov 1, 2019 $750,000 Serial 4.200% Nov 1, 2020 $780,000 Serial 4.250% Nov 1,2021 $810,000 Serial 4.350%
Nov 1, 2022 $850,000 Serial 4.400% Nov 1,2023 $885,000 Serial 4.750% Nov 1, 2024 $930,000 Serial 4.750% Purchase Price: S13,925,000.00 Insurance: FSA for All maturities. Time Submitted:
11:52:24 am MuniAuction Interest Cost Calculations (for infomlational purposes only) l l~r o s sIn terest $6,492,296,881 Plus Discount/(Less Premium) Total Interest Cost True Interest
Rate Firm: Wachovia Securities *~r e l i~i i i n asur~bj,e ct to change **Winner -Unofficial, subject to verification and award Click below to see other bidder results AON bids: RBCD-JB,
LBS1:-RS, WACH-KW, WELL-CB, Best Bid, Cover Bid, Bid Summary Go to: Tcrms, Notlce of Sale, Amendments, POS, Rules (modified 812212003 @4:45 pm), Selections, Results Exit to: Monie Pazc
For rrssistar~cec, all Mru~iAuctiorlu t (412) 391-5555 a370. Please direct qrrestiorls nrrd corimerrts regcrrclirrg birlcli~~gprocecl~rtroe sth e Arrctiorl Atirnirlistrc~too~r. call
(412) 391-5555.
MuniAuction: Observation: AON Individual Bid : RBC Dain Rauscher Page 1 of 3 Exhibit C Alaska.Municipal.BB.G0.04D.AON AON Individual Bid: RBC Dain Rauscher Auction Date Type Start End
Last Update Status Tue., Nov 16,2004 AON 11:30:00 am 12:00:00 prn 12:00:19 pi11 EST Over $13,925,000* Alaska Municipal Bond Bank Authority General Obligation Bonds 2004 Series D Bidder:
RBC Bidder TIC: 4.3077 O/o Best AON TIC: 4.2069 O/o Status: Not Winner Dain Rausclier Serial1 Principal sinker/Due Amount* Term Coupon Nov 1,2005 $400,000 Serial 2.500% Nov 1, 2006 $1,585,000
Serial 2.500% Nov 1,2007 $455,000 Serial 3.000% Nov 1,2008 $475,000 Serial 3.000% Nov 1, 2009 $495,000 Serial 3.250% Nov 1,2010 $515,000 Serial 3.500% Nov 1, 201 1 $540,000 Serial 3.625%
Nov 1, 2012 $565,000 Serial 3.750% Nov 1, 2013 $585,000 Serial 4.000% Nov 1, 2014 $610,000 Serial 4.500% Nov 1,201 5 $635,000 Serial 4.000% Nov 1, 201 6 $660,000 Serial 4.000% Nov 1,
2017 $685,000 Sinker 5.000%
MuniAuction: Observation: AON Individual Bid : RBC Dain Rauscher Nov 1, 2018 $715,000 Tenn 5.000% Nov 1,201 9 $750,000 Sinker 5.000% Nov 1,2020 $780,000 Term 5.000% Nov 1,702 1 $81 0,000
Sinker 5.000% Nov 1,2022 $850,000 Tern1 5.000% Nov 1,2023 $885,000 Sinker 5.000% Nov 1,2024 $930,000 Tenn 5.000% Purchase Price: $14,217,232.99 Insurance: FSA for All maturities. Time
Submitted: 11:58:15 am \luniAuction Interest Cost C3lcuhtions (for infornmational pulyoses only) l ~ r o s Isn terest 11 $7.072.170.831 Firm: RBC Dain Rauscher Total Interest Cost True
Interest Rate *~rel ini inars~u,b ject to change ""Winner -Unofficial, subject to verification and award. 1 $6,779,937341 -1 Page 2 of 3 Click below to see other bidder results AON bids:
Go to: Tcnns, Noticc of Sale, Amendments, POS, Rules (modified 812212003 @4:45 pm), Select~onsR, esults Exit to: Honie Paxc For uss~stmr~cceu, ll MzrrnAzrcfzorl at (412) 39I-5555 s370.
333 Willoughby Avenue, 11th floor December 1, 2004 Tel (907) 465-2388 P.O. Box 110405 FAX (907) 465-2902 Juneau. Alaska 99811-0405 E-mail: ambba@revenue.state.ak.us J.P. Morgan Trust
Company, National Association as TrusteeIPaying Agent 1301 Fifth Avenue, Suite 3310 Seattle, Washington 98101 Ladies and Gentlemen: There have heretofore been delivered to you, as TrusteeIPaying
Agent, duly executed, $13,925,000 aggregate principal amount of General Obligation Bonds, 2004 Series D (the "Series D Bonds") of the Alaska Municipal Bond Bank (the "Bank"). The Bonds
are authorized by the General Bond Resolution of the Bank adopted May 27, 1976, as amended (the "General Bond Resolution"), a Series Resolution adopted by the Bank on November 3, 2004
and entitled "A Series Resolution Authorizing The Issuance Of General Obligation Bonds, 2004 Series D Of The Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended;
and Related Matters" (together, the "Series D Resolutions"). You have received the following documents pursuant to the General Bond Resolution as conditions precedent to the authentication
and delivery of the Bonds: 1. A Counsel's Opinion with respect to (a) Section 202 2(1) of the General Bond Resolution, and (b) as specified in Section 1003 of the General Bond Resolution.
2. The written order of the Bank as to delivery of the Bonds, signed by an Authorized Officer, describing the Bonds to be authenticated and delivered, designating the purchaser to whom
the Bonds are to be delivered and stating the purchase price of the Bonds. Such order is set forth in this letter. 3. A copy of the 2004 Series D Resolutions authorizing the Bonds and
certified by an Authorized Officer. 4. A certificate of an Authorized Officer stating that the Bank is not in default in the performance of any of the covenants, conditions, agreements
or provisions contained in the 2004 Series D Resolutions.
J.P. Moroan Trust Comoanv. National Association ~ e c emb i Ir. 2004 Page 2 You are hereby authorized and directed to authenticate the Series D Bonds and, when so authenticated, to deliver
them via your FAST delivery agreement to The Depository Trust Company on behalf of Wells Fargo Brokerage Services, LLC (as Purchaser), upon receipt of $13,929,437.15, consisting of the
principal amount of the Series D Bonds of $13,925,000.00, plus net original issue premium of $258,637.15, less bond insurance premium of $31,400.00, underwriters'discount of $83,550.00,
and less the good faith deposit of $139,250.00 received on November 16, 2004 by the Trustee. All terms which are defined in Section 103 of the General Bond Resolution shall have the
same meanings herein as such terms are given in said section of the General Bond Resolution. This letter will also certify that I am an Authorized Officer of the Bank within the meaning
of the General Bond Resolution. Very truly yours, ~xe(cutiveD irector Receipt ofthe foregoing this Istday of December2004 is hereby acknowledged. J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION as Trustee
REQUISITION AND CERTIFICATE NUMBERS 108 AND 109 OF THE ALASKA MUNICIPAL BOND BANK PURSUANT TO SECTION 502(2) OF THE GENERAL BOND RESOLUTION OF THE BANK ADOPTED MAY 27,1976, AS AMENDED
To: J.P. Morgan Trust Company, National Association as Trustee under the General Bond Resolution of the Alaska Municipal Bond Bank adopted May 27,1976, as amended The undersigned, as
an Authorized Officer of the Alaska Municipal Bond Bank (the "Bank") under the General Bond Resolution adopted May 27, 1976, as amended (the "General Bond Resolution"), hereby requisitions
from you as Trustee acting under and pursuant to the General Bond Resolution, as payment for the municipal bonds of the municipalities named below: the sum of $1,500,000 which is to
be paid to the City of Adak and the sum of $1 1,050,000 which is to be paid to the Kodiak Island Borough, payment being made out of the proceeds of the General Obligation Bonds, 2004
Series D of the Bank, dated December 1,2004, for the purpose of making loans to such municipalities, as determined by the Bank. As such an Authorized Officer, I hereby certify that the
terms and provisions of the loan agreement by and between the Bank and the City of Adak and the loan agreement by and between the Bank and the Kodiak lsland Borough, each dated December
I, 2004 (the "Loan Agreements") are in compliance with the General Bond Resolution, and to my knowledge neither the City of Adak nor the Kodiak Island Borough is not in default under
any of the terms and provisions of the applicable Loan Agreements. IN WITNESS WHEREOF, I have hereunto set my h he seal of the Bank this 1st of December 2004. AI\'BU/GcneralOol:galion
Bonas 2091 Ser es D Requls8tlon Cert~f~cate I Dacs\37421692 reqccrt wpa
CERTIFICATE AS TO SIGNATURES, EXECUTION OF BONDS AND SPECIMEN BONDS THE UNDERSIGNED, as Chairman of the Board of Directors and Executive Director, respectively, of the Alaska Municipal
Bond Bank (the "Bank") and Authorized Officers as the term is defined in the General Resolution of the Bank adopted May 27, 1976, as amended, HEREBY CERTIFY as follows: 1. Subscribed
below are our true and genuine signatures. 2. On or before the date hereof each of the Bank's General Obligation Bonds, 2004 Series D (the "Bonds") described in Schedule X attached hereto
and hereby made a part hereof, were duly and completely signed in the name and on behalf of the Bank by the execution thereon ofthe signature of the undersigned Chairman, and by the
impression thereon of the official seal of the Bank, attested by the signature of the undersigned Executive Director. 3. The seal which is impressed upon this certificate has been impressed
upon each of the Bonds and is the legally adopted, proper and only official corporate seal of the Bank. 4. On the date hereof we were and are the duly chosen, qualified and acting officers
of the Bank holding the offices indicated by the official titles set opposite our names below. 5. Attached hereto is a true and correct specimen of each cover page and the body of one
of the Bonds. IN WITNESS WHEREOF, we have hereunto set our hand and the official seal of the Bank this 1st day of December 2004. Siqnature Official Title Chairman of the Board of Directors
Executive Director [ S E A L ]
SCHEDULE X $13,925,000 ALASKA MUNICIPAL BOND BANK General Obligation Bonds, 2004 Series D AUTHORIZATION: Under and pursuant to Chapter 85 of Title 44, Alaska Statutes as amended, and
the General Bond Resolution of the Alaska Municipal Bond Bank adopted May 27, 1976, as amended, a resolution adopted July 19, 2004 entitled: "A Series Resolution Authorizing The Issuance
Of General Obligation Bonds, 2004 Series D Of The Alaska Municipal Bond Bank." DATE OF BOND DELIVERY: December 1.2004. DATE. MATURITIES AND INTEREST RATES: The Bonds are dated the date
of delivery, and mature in each of the years and in the principal amounts and bear interest at the rates per annum set forth below. INTEREST PAYMENT DATES: lnterest payments for the
Bonds commence November 1,2005, and occur semiannually thereafter on May 1 and November 1 of each year. PLACE OF PAYMENT OF PRINCIPAL: Principal will be payable by J.P. Morgan Trust
Company. National Association, Los Angeles. California, as Trustee, to DTC. OTHER DETAILS OF THE BONDS: BONDS: The definitive Bonds are issued in fully registered form in denominations
of $5,000 or any integral multiple thereof. GENERAL OBLIGATION BONDS 2004 SERIES D Principal Interest Principal Interest -Due 201 5 OPTIONAL REDEMPTION: The 2004 Series D Bonds maturing
on or after November 1, 2015, are subject to redemption in whole or in part at the option of the Bond Bank on any date on or after November I. 2014 at a price of 100% of the principal
amount thereof to be redeemed plus accrued interest to the date of redemption. AMBBiGeneral Oalwlon Bonds. 2004 Series 0 Slgnalure Cenlticato l:~Docn3742169215~~cen~npd
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Go. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SE INTEREST RATE: 3.00% MATURITY DATE:
November 1,2005 CUSlP NO: 01179PHEO Registered Owner: CEDE & Co. Principal Amount: Four Hundred Thirty Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called the "Bank"),
a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska, acknowledges
itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified above, and to
pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate perannum specified above, payable November I,
2005, and semi-annually on the 1 st day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal and
interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America desianated bv
such reaistered owner: and (iil ~ r i n c i ~waill be payable upon presentation and iurrender hereofat the corporate tru'si bfiice'of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BAN GENERAL OBLIGATION BONDS, 2004 S INTEREST RATE: MATURITY DATE: 3.00%
November 1,2006 CUSlP NO: 01 179PHF7 Registered Owner: CEDE & Co. Principal Amount: One Million Six Hundred Fifteen Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic,
constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska, acknowledges itself indebted to, and for value
received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified above, and to pay to the registered owner hereof
interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable November 1,2005, and semi-annually on the 1 st
day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal and interest shall be made by wire transfer
to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California, as Trustee under the General Bond Resolution
of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee"). In the event that this Bond is no longer
held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address appearing on the bond register of the
Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as defined below) received at least 15
days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by such registered owner; and (ii) principal
will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis of a 360-day year composed of twelve thirty-day
months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERl INTEREST RATE: MATURITY DATE:
3.00% November 1,2007 CUSIP NO: 01 179PHG5 Registered Owner: CEDE & Co. Principal Amount: Four Hundred Seventy-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable
November 1,2005, and semi-annually on the 1st day of May and on the 1st day of Novemberof each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the
address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D
Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated
by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERlE INTEREST RATE: MATURITY DATE:
3.00% November 1,2008 CUSlP NO: 01 179PHH3 Registered Owner: CEDE & Co. Principal Amount: Four Hundred Ninety-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate per annum specified above, payable
November 1,2005, and semi-annually on the 1st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the
address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D
Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated
by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof. Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIE INTEREST RATE: MATURITY DATE:
3.00% November 1,2009 CUSlP NO: 01 179PHJ9 Registered Owner: CEDE & Co. Principal Amount: Five Hundred Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called the
"Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity ofthis Bond at the rate perannum specified above, payable
November 1,2005, and semi-annually on the 1st day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.. has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERl INTEREST RATE: MATURITY DATE:
3.50% November I, 2010 CUSlP NO: 01 179PHK6 Registered Owner: CEDE & Co. Principal Amount: Five Hundred Twenty-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturitv of this Bond at the rate per annum s~ecifieda bove.. D. a.v
able November 1,2005, and semi:annually on the 1st day bf May and i n the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of
principal and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles,
California, as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called
the "Trustee"). In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered
owner at the address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of
2004 Series D Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States
of America designated by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall
be computed on the basis of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof. Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERlE INTEREST RATE: MATURITY DATE:
3.50% November 1,201 1 CUSlP NO: 01179PHL4 Registered Owner: CEDE & Co. Principal Amount: Five Hundred Forty Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called the
"Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate perannum specified above, payable
November I, 2005, and semi-annually on the 1 st day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.. has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIE E INTEREST RATE: MATURITY DATE:
3.50% November 1,2012 CUSlP NO: 01 179PHM2 Registered Owner: CEDE & Co. Principal Amount: Five Hundred Fifty-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable
November 1,2005, and semi-annually on the 1 st day of May and on the 1st day of Novemberof each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. MorganTrust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof. Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERl INTEREST RATE: MATURITY DATE:
4.00% November 1,2013 CUSlP NO: 01 179PHNO Registered Owner: CEDE & Co. Principal Amount: Five Hundred Eighty Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called the
"Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable
November 1,2005, and semi-annually on the 1st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the
address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D
Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated
by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER. PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. G-I 0 $600,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERlE INTEREST RATE:
MATURITY DATE: 4.00% November I, 2014 CUSlP NO: 01 179PHP5 Registered Owner: CEDE & Co. Principal Amount: Six Hundred Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate perannum specified above, payable
November 1,2005, and semi-annually on the 1 st day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER. PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. G-11 $625,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTEREST RATE:
MATURITY DATE: 4.00% November 1,201 5 CUSlP NO: 01 179PHQ3 Registered Owner: CEDE & Co. Principal Amount: Six Hundred Twenty-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank
(herein called the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the
State of Alaska, acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity
Date specified above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate per annum specified
above, payable November 1,2005, and semi-annually on the 1 st day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form,
payment of principal and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. MorganTrust Company, National Association,
in Los Angeles, California, as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee
(herein called called the "Trustee"). In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail
to the registered owner at the address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal
amount of 2004 Series D Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United
States of America designated by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest
shall be computed on the basis of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER. PLEDGE OR OTHER USE HEREOF FORVALUE OROTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co.. has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SE INTEREST RATE: MATURITY DATE: 4.00% November 1,2016 CUSlP NO: 01 179PHR1
Registered Owner: CEDE & Co. Principal Amount: Six Hundred Fifty Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called the "Bank"), a public body corporate and politic,
constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska, acknowledges itself indebted to, and for value
received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified above, and to pay to the registered owner hereof
interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate per annum specified above, payable November 1,2005, and semi-annually on the 1st day
of May and on the 1st day of Novemberof each year thereafter. For so long as this Bond is held in book-entry form, payment of principal and interest shall be made by wire transfer to
the registered owner pursuant to written instructionsfurnished to J.P. MorganTrust Company, National Association, in Los Angeles, California, as Trustee under the General Bond Resolution
of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee"). In the event that this Bond is no longer
held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address appearing on the bond register of the
Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as defined below) received at least 15
days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by such registered owner; and (ii) principal
will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis of a 360-day year composed of twelve thirty-day
months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER. PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof. Cede & Co., has an interest herein. G-13 $675,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES INTEREST RATE:
MATURITY DATE: 4.00% November 1,2017 CUSlP NO: 01 179PHS9 Registered Owner: CEDE & Co. Principal Amount: Six Hundred Seventy-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank
(herein called the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the
State of Alaska, acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity
Date specified above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity ofthis Bond at the rate perannum specified
above, payable November 1,2005, and semi-annually on the 1 st day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form,
payment of principal and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association,
in Los Angeles, California, as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee
(herein called the "Trustee"). In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to
the registered owner at the address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal
amount of 2004 Series D Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United
States of America desianated bv such reaistered owner: and (ii) wrinciwal will be payable upon presentation and &render hereofat the corporate trust bffice'of the Trustee. Interest shall
be computed on the basis of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERlE INTEREST RATE: MATURITY DATE:
CUSlP NO: 4.50% November 1,201 8 01 179PHT7 Registered Owner: CEDE & Co. Principal Amount: Seven Hundred Five Thousand and NOllOO Dollars Alaska Municipal Bond Bank (herein called the
"Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable
November I, 2005, and semi-annually on the 1st day of May and on the 1st day of Novemberof each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the
address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D
Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated
by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OROTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. G-I 5 $740,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 --INTEREST RATE: MATURITY
DATE: CUSlP NO: 4.50% November 1,2019 01 179PHU4 Registered Owner: CEDE & Co. Principal Amount: Seven Hundred Forty Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska,
acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate per annum specified above, payable
November 1,2005, and semi-annually on the 1st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. G-I 6 $765,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTEREST RATE:
MATURITY DATE: CUSlP NO: 4.50% November 1.2020 01 179PHV2 Registered Owner: CEDE & Co. Principal Amount: Seven Hundred Sixty-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank
(herein called the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the
State of Alaska, acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity
Date specified above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate per annum specified
above, payable November 1,2005, and semi-annually on the 1 st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form,
payment of principal and interest shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association,
in Los Angeles, California, as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee
(herein called the "Trustee"). In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to
the registered owner at the address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal
amount of 2004 Series D Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United
States of America designated by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest
shall be computed on the basis of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof. Cede & Co., has an interest herein. -ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERlE INTEREST RATE: MATURITY DATE:
4.50% November I , 2021 01 179PHWO Registered Owner: CEDE & Co. Principal Amount: Eight Hundred Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called the "Bank"), a public
body corporate and politic, constituted as an instrumentality of the State of Alaska, organized organized and existing under and pursuant to the laws of the State of Alaska, acknowledges
itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified above, and to
pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable November 1,2005,
and semi-annually on the 1st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal and interest
shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California, as Trustee
under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee"). In
the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof. Cede & Co., has an interest herein. G-I 8 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTEREST RATE: MATURITY
DATE: CUSlP NO: 5.00% November 1,2022 01 179PHX8 Registered Owner: CEDE & Co. Principal Amount: Eight Hundred Forty Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called
the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State State of Alaska, organized and existing under and pursuant to the laws of the State of
Alaska, acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified
above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate perannum specified above, payable
November 1,2005, and semi-annually on the 1 st day of May and on the 1 st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal
and interest shall be made by wire transfer to the registered owner pursuant to written instructions furnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California,
as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee").
In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.. has an interest herein. G-19 $880,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTEREST RATE:
MATURITY DATE: CUSIP NO: 5.00% November 1,2023 01 179PHY6 Registered Owner: CEDE & Co. Principal Amount: Eight Hundred Eighty Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein
called the "Bank"), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State
of Alaska, acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date
specified above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond atthe rate per annum specified above,
payable November 1,2005, and semi-annually on the 1st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment
of principal and interest shall be made by wire transfer to the registered owner pursuant to written instructions furnished to J.P. Morgan Trust Company, National Association, in Los
Angeles, California, as Trustee under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee
(herein called the ""Trustee"). In the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to
the registered owner at the address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal
amount of 2004 Series D Bonds (as defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United
States of America desianated bv such reaistered owner: and (ii) wrinciwal will be payable upon presentation and surrender hereofvat the corporate trust bffice'of the Trustee. Interest
shall be computed on the basis of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY ORTO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.. has an interest herein. $925,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION BONDS, 2004 SERIES D INTEREST RATE: MATURITY
DATE: 5.00% November 1,2024 Registered Owner: CEDE & Co. Principal Amount: Nine Hundred Twenty-Five Thousand and NO1100 Dollars Alaska Municipal Bond Bank (herein called the "Bank"),
a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska, acknowledges
itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified above, and to
pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable November 1,2005,
and semi-annually on the 1 st day of May and on the 1st day of November of each year thereafter. For so long as this Bond is held in book-entry form, payment of principal and interest
shall be made by wire transfer to the registered owner pursuant to written instructionsfurnished to J.P. Morgan Trust Company, National Association, in Los Angeles, California, as Trustee
under the General Bond Resolution of the Bank, adopted May 27, 1976, as amended (herein called the "General Resolution"), or its successor as Trustee (herein called the "Trustee"). In
the event that this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address
appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2004 Series D Bonds (as
defined below) received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by
such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis
of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this 2004 Series D Bond are payable
in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Capitalized
terms not otherwise defined herein shall be as defined in the General Resolution. This Bond is a general obligation of the Bank and is one of a duly authorized issue of Bonds of the
Bank designated "Alaska Municipal Bond Bank Bonds" (herein called the "Bonds"), issued and to be issued in various series under and pursuant to the Alaska Municipal Bond Bank Act, constituting
Chapter 85, Title 44, of the Alaska Statutes (herein called the "Act"), and under and pursuant to the General Resolution and a series resolution authorizing each such series. As provided
in the General Resolution, the Bonds may be issued from time to time pursuant to series resolutions in one or more series, in various principal amounts, may mature at different times,
may bear interest at different rates and, subject to the provisions thereof, may otherwise otherwise vary. The aggregate principal amount of Bonds which may be issued underthe General
Resolution is not limited except as provided in the General Resolution, and all Bonds issued and to be issued under said General Resolution are and will be equally and ratably secured
by the pledges and covenants made therein, except as otherwise expressly provided or permitted in the General Resolution. This Bond is one of a series of Bonds entitled the Alaska Municipal
Bond Bank General Obligation Bonds, 2004 Series D, issued in the aggregate principal amount of $13,925,000 (the "2004 Series D Bonds") under the General Resolution of the Bank and the
series resolution of the Bank, adopted November 3, 2004 and entitled: "A Series Resolution Authorizing The Issuance Of General Obligation Bonds, 2004 Series D Of The Alaska Municipal
Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters" (said resolution being herein collectively called the "Resolution"). Copies of the Resolution are on file
at the office of the Bank and at the corporate trust office of the Trustee, and reference to the Resolution and any and all supplements thereto and modifications and amendments thereof
and to the Act is made for a description of the pledges and covenants securing the 2004 Series D Bonds; the nature, extent and manner of enforcement of such pledges; the rights and remedies
of the registered owners of the 2004 Series D Bonds with respect thereto; and the terms and conditions upon which the Bonds are issued and may be issued thereunder; to all of the provisions
of which the registered owner of this Bond, by his acceptance of this Bond, consents and agrees. To the extent and in the manner permitted by the terms of the Resolution, the provisions
of the Resolution or any resolution amendatory thereof or supplemental thereto may be modified or amended by the Bank, with the written consent of the registered owners of at least two-thirds
in principal amount of the Bonds then outstanding and, in case less than all of the the several series of Bonds would be affected
thereby, with such consent of the registered owners of at least two-thirds in principal amount of the Bonds of each series so affected then outstanding. As of the dated date of this
Bond, the General Resolution requires that the amount to be on deposit in the Reserve Fund (the "Required Debt Service Reserve") is the greater of (i) the "Maximum Annual Debt Service"
defined as an amount equal to the maximum amount of Principal Installments and interest maturing and becoming due in any
succeeding calendar year on all Loan Obligations Outstanding as of the date of calculation or accruing maximum annual debt service on all Outstanding Loan Obligations as of the date
of calculation, or (ii) the "Initial Requirement" defined as 10 percent of the principal amount of all Loan Obligations Outstanding as of the date of calculation. On August 23, 1999,
the Bank adopted its Supplemental Resolution No. 99-8 (the "Supplemental Resolution") amending the definition of "Required Debt Service Reserve" contained in the General Resolution as
follows: "as of any date of calculation, the Required Debt Service Reserve will be the least of the following: (i) 10% of the original stated principal amount of all Bonds Outstanding;
(ii) maximum annual principal and interest requirements on all Bonds then Outstanding; (iii) 125% of average annual principal and interest requirements on all Bonds then Outstanding;
or (iv) such lesser amount as shall be required to maintain the exemption of interest of all Bonds Outstanding from inclusion in gross income for federal income tax purposes under the
Code." The Supplemental Resolution will take effect on the first day following the date on which the Bank receives consent to the amendment from the Holders of all Bonds Outstanding
underthe General Resolution. By acceptance of this Bond, the Holder of this 2004 Series D Bond is deemed to have consented to amending the definition of "Required Debt Service Reserve"
as described in the Supplemental Resolution. That consent is irrevocable and will not lapse with time. This Bond is transferable, as provided in the Resolution, only upon the books of
the Bank kept for that purpose at the principal corporate trust office of the Trustee, by the registered owner hereof in person or by his attorney duly authorized in writing, upon the
surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his attorney duly authorized in writing, and
thereupon a new registered 2004 Series D Bond or Bonds in the same aggregate principal amount and of the same maturity, in authorized denominations, shall be issued to the transferee
in exchange therefor as provided in the Resolution and upon the payment of the charges, if any, therein prescribed. The 2004 Series D Bonds are issuable in the denomination of $5,000
orany integral multiple thereof, not exceeding the aggregate principal amount of 2004 Series D Bonds maturing in the year of maturity of the Bond for which the denomination of the Bond
is to be specified. Subject to such conditions and upon payment of such charges, if any, 2004 Series D Bonds, upon surrenderthereof at the principal corporate trust officeofthe Trustee
with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or his attorney duly authorized in writing, may, at the option of the registered
owner thereof, be exchanged for an equal aggregate principal amount of registered 2004 Series D Bonds of any other authorized denominations, of the same maturity. The 2004 Series D Bonds
maturing on or after November I, 2015, are subject to redemption in whole or in part at the option of the Bond Bank on any date on or after November 1,2014 at a price of 100% of the
principal amount thereof to be redeemed plus
accrued interest to the date of redemption. A Governmental Unit may exercise its optional redemption on terms identical to the redemption provisions associated with the Bond Bank bonds
sold on behalf of the Governmental Unit. The Bank is obligated to pay the principal of and interest on the 2004 Series D Bonds only from revenues or funds of the Bank, and the State
of Alaska is not obligated to pay such principal of or interest on the 2004 Series D Bonds. Neither the faith and credit nor the taxing power of the State of Alaska is pledged to the
payment of the principal of or the interest on the 2004 Series D Bonds. This Bond is fully negotiable for all purposes of the Uniform Commercial Code, and each owner of this Bond by
accepting this Bond shall be conclusively considered to have agreed that this Bond is fully negotiable for those purposes. Neither a member of the Bank nor any person executing the 2004
Series D Bonds shall be liable personally on the 2004 Series D Bonds by reason of the issuance thereof. This Bond shall not be entitled to any benefit under the Resolution or be valid
or become obligatory for any purpose until this Bond shall have been authenticated by the execution by the Trustee of the Trustee's Certificate of Authentication hereon. IT IS HEREBY
CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State of Alaska and the Resolutions to exist, to have happened and
to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law and that the issue
of the 2004 Series D Bonds, together with all other indebtedness of the Bank, is within every debt and other limit prescribed by law.
IN WITNESS WHEREOF, the Alaska Municipal Bond Bank has caused this Bond to be executed in its name by the manual or facsimile signature of its Chairman and-its corporate seal (or a facsimile
thereof) to be affixed, imprinted, engraved or otherwise reproduced hereon, and attested by the manual or facsimile signature of its Executive Director as of the 1st day of December
2004. ALASKA MUNICIPAL BOND BANK [S E A 1.1 -Chairman
TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Resolutions and is one of the 2004 Series D Bonds of the Alaska Municipal Bond
Bank. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Date of Authentication:
STATEMENT OF INSURANCE XL Capital Assurance Inc. ("XLCA), New York, New York, has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments
due of principal of and interest on this Bond to J.P. Morgan Trust Company, National Association, Los Angeles, California, or its successor, as paying agent (the "Paying Agent") for
the $13,925,000 General Obligation Bonds, 2004 Series D. Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained
from XLCA or the Paying Agent.
ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto . (Please print or typewrite the Name and Address, including the Zip Code of the Transferee, and
the federal taxpayer identification or social security number) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within
Bond on the books kept for registration and transfer thereof, with full power of substitution in the premises. Dated: Signature Guaranteed By: By: [Must be a member of the New York Stock
Exchange or a bank]
TRUSTEE'S CERTIFICATE The undersigned, an authorized signatory of J.P. Morgan Trust Company, National Association ("Association", DOES HEREBY CERTIFY THAT: The signature appearing below
opposite the name of Michael A. Jones is the authentic signature, of such individual: -Name Signature Attached hereto is a true and correct copy of resolutions as adopted by the Board
of Directors of the Association, which give the requisite authority to said individual to execute and deliver instruments set forth in said resolutions on behalf of the Association.
IN WITNESS WHEREOF, J.P. Morgan Trust Company, National Association has caused this Certificate to be executed by one of its authorized signatories as of the 1st day of December, 2004.
J.P. MORGAN TRUST
J.P. ,MORGAN TRUST COIMPANY, NATIOXAL ASSOCIATION CERTIFICATE OF INCUMBEYCY I, Susan J. Demaske, -4ssistant Secretary of J.P. Morgan Trust Company, National Association (the "Association"),
a national banking association organized and existing under the federal laws of the United States of America, hereby cenify that: (a) Section 8.2 of the by-law of the Association states:
"Section 8.2. fiecufion of~nsfrumenfsA. ll agreements, indenmres. mortgages, deeds, conveyances, transfers, certificates, declarations, receipts. discharges. releases, satisfactions,
settlements, petitions, schedules, accounts, affidavirs, bonds, undertakings. proxies and other instruments or documents may be signed. executed. acknowledged, verified. delivered or
accepted on behalf of the ~ssociationb y the Chairperson or Co-Chairpersons of the board, or the President, or any Vice Chairperson. or any Managing Director. or any Vice President,
or any Assistant Vice President. or the Chief Financial Officer, or the Controller, or the Secretary, or the Cahier, or, ifin connection with the provision of fiduciay, corporate trust,
escrow or agencv services, by any of those officers or by any Trust Officer or any Assistant Trust Officer. . h v such instruments may also be executed. acknowledged, verified, delivered
or accepted on behalf of the Association in such other manner and by such other officers or other persons as the board may from time to time direct. The provisions of this Section 8.2
are suppiemenray to any other provision of these by-laws." (b) Attached thereto as E.xhibit A is a list of cenain officers of the ..\ssociation who have been duly appointed to the offices
of the Association set forth opposite their respective names and who have not resigned or been removed from such offices as of the date hereof. (c) Attached hereto as E.xhibit B is a
true and complete copv of certain resolutions duly adopted by the board of directors of the Association on December 3.2002. which resolutions have not been amended or rescinded and are
in full full force and effect on the date hereof. Date: September 3.3002 /Assistant Secretary
EXHIBIT A Patti Maner Roy Wessinger Davld E. 'Nhite James P. Freeman Diane 'Nelsh Susan Demaske Lisa Garrett Nancy Grove Biagio lmpaia A. David Kovach David Schlabach Robert Schmidt
Michael Roth Amy Elizaberh Anders Theresa Ann Law William L. Kann Charles J. Adomanis Judith Gordon Gerald Hill Marvin Kierstead Beth Ann Laird Catherine Lenhardt Anne Marie O'Brien
Alfred Perazzeili Noreen Wicherl Judith Wisniewski David Babich Brian Butler James M. Clark Duane A. Fahrion Denise Fulrer Mar~lynG oodwiil Ann C. Hunt Dolores Kenst Ronald J. McKenna
Brian C. McMurray ~ o iMs. M oriord Ma!y A. Newby Jo Anne Osborn Dianna Paul Josech C. Progar Micraei E. ?usKar Eiaine D. Renn Kevm D. Rocxwe!i Xleiissa ROSSI Gail K. Sakaiik Title Vice
Presidenr Vice President Vice President Vice President Vice President Vice President. Assistant Secreta,~, Assistant General Counsel Vice President Assistant Vice President Assistant
Vice President Vice President Trust Officer Vice Presidenr Vice Presidenr Vice President Trust Officer Vice President Vice Presidenr. Assistar Sec:etar/, Assistant General Counsei Assistanr
Vice P:es!ce?: Vice Presidenr Vice President Vice President Vice ?resident Vice Presidenr Vice President Vice President Vice President Vice President Trust Officer Vice President Vice
Presidenr Assistant Vice President Vice Presidenr Vice President Assistanr Vice President Vice President Assistant Vice Preside.nt Assistant Vice Preside?: Assistanr Vice Presiden! Vice
.?resident Assistanr Vice Presicer: Vice Resicen! Vice Fres!ce?t Vice Presicen! Ass;s:anr \:ice .?res!c~n: Vice ?esi~en! \Jice ?res!cer: Location Boston. Massacnuselts Bosron. Massachusetts
Cieveland. Ohio Cleveland. Ohio Cleveiand. Ohio Cleveiand. Ohio Cleveland. Ohio Cie~~elanOd.h io Clevelana. Ohio Coiumsus. Ohio Louisviile. Kentucky Louisviiie. Xentucky Mernpnis. Tennessee
Phiiaoelohia. Pennsylvania Ph:iaaeichia. F'ennsyivania ~hiiaoe!ahiaP. ennsyivania Phiiaoeiphia. Pennsyivania Phiiaoeichia, Pennsylvania Philaceiphia. Pennsylvania Phiiacelohia. Pennsylvania
Phiiaoeichia, ?ennsyivania Philaoeichia. Pennsylvania Phiiaoeiahia. Pennsylvania Pittsburon. Pennsyivania PiltsSurgn. Pennsyivania Pittsburgn. Pennsylvania Pittsou;gn. Pennsylvania Piltsourgh.
Pennsylvania Piltsourgn. Pennsylvania Pittsburgh. Pennsyivania Pittsburon. Pennsylvania Pittsourgn. Pennsylvania Pittsburgn. Pennsylvania PiltsSurcn. Pennsyivania Pit!souran. Pennsylvania
Pittsnurch. Pennsylvania Pittsburan. Pennsyivania Pilts~urcn?, ennsylvania ?i!:sourgn. ennsylvania Pi1:sourcn. Pennsylvania Pit!sxrcn. Pennsvivania s;!:sxr,n, Pennsy~vania -. -t!:s3ti:c2?.
?ennsyivan!a
EXHIBIT A Name Melissa Rossi Gaii K. Sakalik John J. Scarpmiii Kimberly Scheilman Bridget M. Schessier Claire L. Seidener Jason Smallwood Douglas Wilson Kerry S. Zombeck Mitch Gardner
Hank Helley Karen Lei Nancy Mancuso James Myers James Nagy Michael A. Jones Donald Monon -Title Vice President Vice Pres~dent Vice President Trust Officer Vice President Assistant Vice
President Tmst Officer Tmst Officer Vice President Vice President Vice President Assistant Vice President Vice President Vice President Assistant Vice President Vice President Assistant
Vice President Location Pittsburgh Pennsylvania Pittsburgn ?ennsvlvan!a Pittsourgn Pennsylvania Pittsburgh. Pennsylvania Pittsburgh. Pennsyivanla Pittsburgh. Pennsylvania Pittsburgh,
Pennsylvanla Pittsburgh, Pennsylvanla Pittsburgh. Pennsyivanla San Francisco. California San Francisco. California San Francisco. California San Francisco. California San Francisco.
Caiifornia San Francisco. California Seattle. 'Nashington S e z k 1Nasnington
RESOLVED, that any of the documents or insmenu ddv executed pursuant to resolutions of the Board or BY-laws of the Association mav bear tie FACSIMILE SIGNATLJRE of any officer or holder
duly authorized by ;he Board or by the By-laws of this Association. RESOLVED, thar the Secretary or any Vice President. .~ssisranVt ice President, Assistant Secretary, Trust Officer
or Assisrant Trust Officer be and each of them hereby is authorized, when necessary or appropriate, to affi or cause ro be d3xed, either manually or by facsimile, the CORPORATE SEAL
of the .qssociarion to any document or insmunenr executed pursuant to resolutions of the Board or By-laws of the .4ssocimion and to attesr to the corporare seal so afE~vedth ereto. RESOLVED,
that this Board delegates to the Secrerq of ;he Board: and each Assistant Secretq of the Board, severally, the authorirv 10 u~date5 om time to time the Associmion's resolutions respecring
si-ging authorities and td make my technical changes therein to reflecr the organizational structure of the Association.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION AND RECEIPT OF DOCUMENTS AND FUNDS J.P. MORGAN TRUST COMPANY. NATIONAL ASSOCIATION. as Trustee under the General Bond Resolution of t h e ~ l
a s k a ' ~ u n i c iB~oanld ~ a n(kth e "~ank "a)d opted May 27, 1976, as amended (the "General Bond Resolution"), HEREBY CERTIFIES as follows: 1. Prior to the delivery on this day
as hereinafter stated of the Bank's $1 3,925,000 General Obligation Bonds, 2004 Series D (the "Bonds"), there were delivered to the undersigned: (a) Pursuant to Section 202 2(3) of the
General Bond Resolution, a copy of the series resolution entitled: "A Series Resolution Authorizing The Issuance Of General Obligation Bonds, 2004 Series D Of The Alaska Municipal Bond
Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters" adopted by the Bank on November 3, 2004 (together, the "Series Resolution"), certified by an Authorized Officer
of the Bank. (b) Pursuant to Section 202 2(2) of the General Bond Resolution, the written order of the the Bank as to delivery of the Bonds, signed by an Authorized Officer, describing
the Bonds to be authenticated and delivered, designating the purchaser to whom the Bonds are to be delivered and stating the purchase price of the Bonds. (c) Counsel's Opinions with
respect to (i) the General Bond Resolution and the Bonds as specified in Section 202 2(1) of the General Bond Resolution, and (ii) the Series Resolution, as specified in Section 1003
of the General Bond Resolution. (d) Pursuant to Section 202 2(4) of the General Bond Resolution, the certificate of an Authorized Officer that the Bank is not in default in the performance
of any of the covenants, conditions, agreements or provisions contained in the General Bond Resolution. 2. There have been delivered to the undersigned all documents, opinions, certificates
and other instruments required under the General Bond Resolution as conditions precedent to the authentication and delivery of the Bonds thereunder and the transactions with the Governmental
Unit listed in Paragraph 10 hereof. 3. It authenticated the Bonds by manually executing on each of the Bonds a certificate in the following form:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Resolutions and is one of the 2004 Series D Bonds of the Alaska Municipal Bond
Bank. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Date of Authentication: Authorized Officer 4. Each of the authentication certificates was signed by an officer of the
undersigned duly authorized to execute said certificates and perform such other acts as were necessary or incidental thereto. 5. It has examined the form of each of the Bonds as authenticated
and delivered by it and found the same to be substantially in the form prescribed by the respective Resolutions. 6. On the date hereof, the undersigned caused the duly authenticated
Bonds to be constructively delivered by Fast Automated Securities Transfer through the facilities of the Depository Trust Company to Wells Fargo Brokerage Services, LLC, as Purchaser
of the Bonds. 7. At or prior to the time of said delivery of the Bonds, there was received by the undersigned the City of Adak, General Obligation Bonds, 2004 Series A pursuant to Resolution
No. 2004-19 of the City of Adak, Alaska. 8. At or priorto the time of said delivery of the Bonds, there was received by the undersigned the Kodiak Island Borough, General Obligation
School Bond, 2004 Series B pursuant to Ordinance No. FY 2005-08 of the Kodiak Island Borough, Alaska. 9. So far as is known to the undersigned, the Bank is in compliance with the covenants
and agreements contained in the General Bond Resolution and there exists no Event of Default (as defined in the General Bond Resolution) or event which, with the lapse of time of the
giving of notice, or both, would constitute such an Event of Default. 10. The officer executing this certificate on behalf of the undersigned is the duly authorized officer of the undersigned
having primary responsibility for the administration of the trust created by the General Bond Resolution. AMBBIGenerai Obiigalion Bonds, 2004 Series D Trustee's Ceriificate of Authentication
and Receipt of Documents and Funds I:iDocri37421692Wulhcen 3.wDd
11. At or prior to the time of delivery of the Bonds there was received by the undersigned as payment for the Bonds the sum of $14,068,687.1 5 (said amount being the principal amount
of the Bonds of $13,925,000, plus net original issue premium of $258,637.15, less $31,400.00 paid directly to XL Capital Assurance Inc. to insure the Bonds, and $83,550.00 representing
the underwriters' discount for the Bonds). Of said amount, I have paid (i) $906,041.37 to the Bond Bank to be deposited in the Bond Bank's Custodian Account (such amount consists of
all amounts due and owing under the terms of the City of Adak's Bond Anticipation Note issued October 20, 2004), (ii) $610,086.89 to the City of Adak, Alaska, (ii) $1 1,168,830.21 to
the Kodiak Island Borough, Alaska and (iii) deposited $1,383,728.68 in the Ordinary Account of the Reserve Fund. In addition, the undersigned received directly from the Bank the amount
of $140,000.00 to be deposited in the Special Account of the Reserve Fund. 12. The undersigned hereby certifies that upon receipt of the amounts described in paragraph 11 above, amounts
held in the Reserve Fund satisfy the Required Debt Service Reserve as defined in the General Bond Resolution. Capitalized terms not defined herein shall be as defined in the General
Bond Resolution and the Series Resolution. IN WITNESS WHEREOF, J.P. Morgan Trust Company, National Association, as Trustee as aforesaid, has caused this certificate to be executed and
delivered by a duly authorized officer this 1st day of December 2004. J.P. MORGAN TRUST COMPANY NATIONAL ASSOCIATION as Trustee AMBB/General Obligation Bonds. 2004 Series D Trustee's
Certificate ofAuthentication and Receipt of Documents and Funds I:\DOCSi37421692\aUIhCen 3.irpd
CERTIFICATE OF EXECUTIVE DIRECTOR AS TO DELIVERY AND PAYMENT FOR THE BONDS AND PURCHASER'S RECEIPT OF THE 2004 SERIES D BONDS I, DEVEN J. MITCHELL, Executive Director ofthe Alaska Municipal
Bond Bank (the "Bank"), HEREBY CERTIFY as follows: 1. The Bank's $1 3,925,000 General Obligation Bonds, 2004 Series D, dated the date of delivery (the "Bonds"), were delivered to J.P.
Morgan Trust Company, National Association, as trustee (the "Trustee") on behalf of Wells Fargo Brokerage Services, LLC (as "Purchaser"). The Bank instructed the Trustee to authenticate
and deliver by Fast Automated Securities Transfer to the Depository Trust Company on behalf of the Underwriters, one bond certificate for each maturity of the Bonds. The Bonds are registered
in the name of Cede & Co., as nominee of The Depository Trust Company in the principal amounts shown on the Official Statement relating to the Bonds. 2. That at or before the time of
such delivery there was received by the Trustee, on behalf of the Bank from the Underwriters, the amount of $13,929,437.15, as full payment for the Bonds, computed as follows: Principal
Amount of Bonds $1 3,925,000.00 Less: Insurance Premium (31,400.00) Underwriters' Discount (83,550.00) Good Faith Deposit (1 39,250.00) Plus: Net Original Issue Premium 258,637.1 5 Total
Received on Delivery $13.929.437.15 IN WITNESS WHEREOF. I have hereunto set mv hand and im~ressedth e seal of the Bank this 1st dav of ~ecembe2r 004. -, q),&==lR DE EN J. MITCHELL ~xekutiveD
irector [ S E A L !
RECEIPT OF PURCHASER The undersigned acknowledges constructive receipt this day of the Bonds described in the attached certificate and the documents required to be delivered as of this
day and requests that the Bonds be delivered in accordance with said certificate. DATED this 1st day of December 2004. WELLS FARGO BROKERAGE SERVICES, LLC, as Purchaser AMBB/Geneml Oblioation
Bonds. 2004 S-~e ries D ~~ ~ Cortiricste of &ec;tivo ~i rsclora s to Dolivory and Payment For the Bonds and Purchaser's Roceipt of the Bonds Authorized Officer Page 2
CERTIFICATE OF EXECUTIVE DIRECTOR CONCERNING LITIGATION, OFFICIAL STATEMENT AND OTHER MATTERS I, DEVEN J. MITCHELL, the duly appointed Executive Director of the Alaska Municipal Bond
Bank (the "Bank"), HEREBY CERTIFY, with respect to the $13,925,000 General Obligation Bonds, 2004 Series D (the "Bonds"), as follows. All capitalized terms not otherwise defined herein
shall have the meaning provided in the general resolution entitled "A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank Authority; Providing For
The Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof," adopted May
27, 1976, and a series resolution entitled "A Series Resolution Authorizing the Issuance of General Obligation Bonds, 2004 Series D, of the Alaska Municipal Bond Bank; Rescinding Resolution
No. 2004-07, as Amended; and Related Matters" adopted by the Bank on November 3, 2004 (together, the "Resolution"). 1. The representations and warranties of the Bank contained herein
are true and correct in all material respects on and as of the date of the Closing with the same effect as if made on the date of the Closing. 2. No action, suit, proceeding, inquiry
or investigation, at law or in equity is pending or, to my best knowledge, threatened in any court in any way affecting the existence of the Bank, or the titles of its officers to their
respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or the right of the Bank to collect payments and other moneys pledged or to be pledged
to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, or any Loan
Agreements, or contesting in any way the completeness or accuracy of the Preliminary Official Statement dated November8.2004. related to the Bonds (the "Preliminarv Official Statement").
orthe Official statement dated November 16, 2004, related to. the Bonds (the "official Statement"), or contesting the power of the Bank or its authority with respect to the Bonds or
the Resolution; nor, to the best of my knowledge, is there any basis therefor, wherein an unfavorable decision, ruling, or finding would materially adversely affect the validity or enforceability
of the Bonds or the Resolution. 3. Except forthe information underthe subheadings "Municipal Bond Insurance" and the information in Appendices A, D, E, G and H as to which no view is
expressed, the information contained in the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact that should be stated therein
for the purpose forwhich it is to be used orthat is necessaryto make the statements therein, in light of the circumstances under which they were made, not misleading in any material
respect. 4. To the best of my knowledge, no event affecting the Bank has occurred since the date of the Official Statement which should be disclosed in the Official Statement for
the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect. 5.
Since June 30, 2004, there has been no material adverse change in the financial position or results of operations of the Bank whether or not arising from transactions in the ordinary
course of business, other than as set forth in the Official Statement; and since such date the Bank has not entered into any transaction or incurred any debt or other liability material
as to the Bank, except as set forth in the Official Statement. 6. The Bank has complied with each continuing disclosure undertaking that the Bank has made under Rule 15c2-12 under the
Securities and Exchange Act of 1934 (the "Rule"). 7. The Bank has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior
to the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and impressed the seal of the Bank this 1st day of December 2004. dxecutive Director [ S E A L ] AMBBlGeneral Obligation
Bonds, 2004 Series D Certificate of Executive Director I:\Docs\37421692\certexdir.~pd
CONTINUING DISCLOSURE CERTIFICATE Alaska Municipal Bond Bank (the "lssuer") executes and delivers this Continuing Disclosure Certificate (the "Disclosure Certificate") in connection
with the issuance of $13,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "Bonds"). The Bonds are being issued under the General Bond Resolution of the
lssuer adopted May 27, 1976, as amended, (the "General Resolution"), a resolution of the lssuer entitled, "ASeries Resolution Authorizing The Issuance Of General Obligation Bonds, 2004
Series D Of The Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters" adopted November 3, 2004 (together with the General Resolution, the "Resolutions").
The lssuer covenants and agrees as follows: Section 1. Puroose of the Disclosure Certificate. The lssuer is executing and delivering this Disclosure Certificate for the benefit of the
Beneficial Owners of the Bonds, and to assist the Participating Underwriters in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). Section 2. Definitions. In addition
to the definitions set forth in the Resolutions, which apply to any capitalized term used in this
Disclosure Certificate unless otherwise defined in this section, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by
the lssuer pursuant to, and as described in, Section 3 of this Disclosure Certificate. "Fiscal Year" means the fiscal year of the lssuer (currently the 12-month period ending June 30),
as such fiscal year may be changed from time to time as required by State law. "NRMSIR means any Nationally Recognized Municipal Securities Information Repository for purposes of the
Rule. The current NRMSlRs are listed in Attachment A. "Participating Underwriter" means any of the original underwriters of the Bonds required to comply with the Rule in connection with
the offering of the Bonds. "Repository" means each NRMSIR and the SID. "Rule" means Rule 15c2-15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended from time to time. "SID" means any public or private repository or entity designated by the State of Alaska as a state depository for the purposes of the Rule.
Currently there is no SID. Section 3. Provision of Annual Reports and Financial Statements. Commencing with its Fiscal Year ending June 30, 2005, the lssuer will provide to each Repository:
(a) Not later than 180 days after the end of each Fiscal Year, an Annual
Report for the Fiscal Year. The Annual Report shall contain or incorporate by reference (i) annual financial statements for the lssuer and each of the five municipalities having the
largest principal amounts of outstanding bonds held by the lssuer under the General Resolution as of the last day of the Fiscal Year for which the Annual Report is being provided, prepared
in accordance with generally accepted accounting principles applicable to governmental entities, as such principles may be changed from time to time; (ii) a statement of authorized,
issued and outstanding bonded debt of the Issuer; (iii) the Reserve Fund balance and the estimated Required Debt Service Reserve under the Resolutions; and (iv) statistics regarding
the Governmental Unit borrowers under the General Resolution. Any or all of these items may be incorporated by reference from official statements of debt issues of the lssuer that are
available from the Municipal Securities Rulemaking Board, or other documents which have been submitted to the Repositories or the Securities and Exchange Commission. The lssuer shall
clearly identify each such other document so incorporated by reference. The Annual Report mav be submitted as a single document or as separate documents~ompris~an gp ackage, provided
that audited financial statements may be submitted separately from the remainder of the Annual Report. (b) Promptly upon their public release, the audited financial statements of the
lssuer for each Fiscal Year, and of each of the five municipalities having the largest principal amounts of outstanding bonds held by the lssuer underthe General Resolution as of the
last day of the Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to governmental entities, as such principles may be changed from time to
time. Any filing required underthe terms of this Disclosure Certificate may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided
at http://www.disclosureusa.org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letterto the MAC dated September 7, 2004. Section
4. Notice of Failure to Provide Information. The lssuer shall provide in a timely manner to each Repository notice of any failure to satisfy the requirements of Section 3 of this Disclosure
Certificate. Section 5. Reportincl of Sianificant Events. The lssuer shall file in a timely manner with each Repository, with a copy to the Trustee, a notice of any of the following
events with respect to the Bonds, if material: (a) Principal and interest payment delinquencies. (b) Non-payment related defaults. AMBBiGeneral Obligation Bonds, 2004 Series D Authority
Continuing Disclosure Certificate I:\Docs\37421692\Cont Disc AMBBA.wpd Page 2
(c) Unscheduled draws on debt service reserves reflecting financial difficulties. (d) Unscheduled draws on credit enhancements reflecting financial difficulties. (e) Substitution of
credit or liquidity providers, or their failure to perform. (f) Adverse tax opinions or events affecting the tax-exempt status of the Bonds. (g) Modifications to rights of Beneficial
Owners of the Bonds. (h) Bond calls, other than mandatory, scheduled redemptions not otherwise contingent on the occurrence of an event. (i) Defeasances. (j) Release, substitution or
sale of property securing repayment of the Bonds. (k) Rating changes. Section 6. Termination of Re ~ o r t i nO~bl i~ation.T he Issuer's obligations under this Disclosure Certificate
shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. Section 7. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the lssuer may amend this Disclosure Certificate, provided that the amendment meets each of the following conditions: (a) The amendment is made in connection with a change
in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the lssuer: (b) This Disclosure Certificate, as amended,
would have complied with the requirements of the Rule as of the date hereof, after taking into account any amendments or interpretations of the Rule, as well as any changes in circumstances;
and (c) The lssuer obtains an opinion of counsel unaffiliated with the lssuer that the amendment does not materially impairthe interests of the Beneficial Owners of the Bonds. Any such
amendment may be adopted without the consent of any Beneficial Owner of any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or the Resolutions. The first
Annual Report containing amended operating data or financial information pursuant to an amendment of this Disclosure Certificate shall explain, in narrative form, the AMBBiGeneral Obligalion
Bonds. 2004 Series D Authority Continuing Disclosure Certificate I:\Docs\37421692\Cont Disc AMBBA.wpd Page 3
reasons for the amendment and its effect on the type of operating data and financial information being provided. Section 8. Default. In the event of a failure of the lssuer to comply
with any provision of this Disclosure Certificate, any Beneficial Owner may take such actions as may be necessary and appropriate, including an action to compel specific performance,
to cause the Issuerto comply with its obligations under this Disclosure Certificate. No failure to comply with any provision of this Disclosure Certificate shall be deemed an Event of
Default underthe Resolutions, and the sole remedy under this Disclosure Certificate in the event of any failure of the lssuer to comply with this Disclosure Certificate shall be an action
to compel specific performance. Section 9. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the lssuer, the Trustee, the Participating Undetwriters and
the Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. DATED this 1 st day of December 2004. ALASKA MUNICIPAL BOND BANK ~xebutiveD
irector ANBB Genera 00 gal on Bonds. 2C03 Serres D Aulhorlty Conllnu~ngD isclosure Cerl~l~cale \Docs\37:21692 Con1 D.sc AhlBBA &>pa Page 4
ATTACHMENT A --NRMSlRs (As of December I, 2004) 1. Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 www.bloomber~.com/marketslmuni
contactinfo.html Email: Munis@Bloomberg.com 2. DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201 ) 947-01 07 www,dpcdata.com Email: nrmsir@dpcdata.com
3. FT Interactive Data 100 William Street New York, NY 10038 Phone: (212) 771-6999 Fax: (21 2) 771 -7390 (Secondary Market Information (212) 771-7391 (Primary Market Information www.interactivedata.c
om Email: NRMSIR@FTID.com 4. Standard & Poor's J.J. Kenny Repository 55 Water Street, 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (21 2) 438-3975 www.iikennv.com/iikennv/pser
descrip data rep.html E-mail: nrmsir re~ositorv@sand~.com In lieu of the foregoing, filings may be made directly through the facilities of Texas Municipal Advisory Council at http://www.disclosureusa
.or~s/ubject to Section 3(b) of the Continuing Disclosure Certificate. AMBBlGenerai Obligalion Bonds, 2004 Series D Authority Continuing Disclosure Certificate I:\Docs\37421692\Cont
Disc AMBBA.wpd Page 5
CERTIFICATE AS TO ARBITRAGE $13,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D I, DEVEN J. MITCHELL, Executive Director ofthe Alaska Municipal Bond Bank (the
"lssuer"), hereby state that, as of the date hereof, the lssuer reasonably expects the following regarding the amount and use of the gross proceeds of the Alaska Municipal Bond Bank
General Obligation Bonds. 2004 Series D (the "Bonds"). I. Preliminarv Matters 1. Purpose of Certificate. This certificate is provided pursuant to §I ,148-2(b)(2) of the lncome Tax Regulations.
2. Officer of lssuer. I am an officer of the lssuer responsible for issuing the Bonds. To the best of my knowledge, information and belief, the expectations stated herein are reasonable.
3. Definitions. All capitalized terms not otherwise defined herein shall have the meanings provided in the resolution of the lssuer entitled, "A Resolution Creating And Establishing
An lssue of Bonds of the Alaska Municipal Bond Bank Authority; Providing ForThe Issuance FromTimeTo Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said
Bonds; And Providing For The Rights Of The Holders Thereof," adopted May 27, 1976, as amended (the "General Resolution") and as supplemented by the resolution of the lssuer entitled
"A Series Resolution Authorizing The Issuance Of General Obligation Bonds, 2004 Series D Of The Alaska ~ u n i c i ~Baoln d Bank; Rescinding Resolution No. 2004-07, as Amended: and Related
Matters" adopted November 3.2004 (toaether with the General ~esblutiont,h e "Resolutions"). ' ~ othner te~rms shall have-the meanings ascribed to them in §I03 and §§I41 through 150 of
the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder (the "Code"). II. Authorization and Governmental Purpose of the lssue 1. Authorization and Purpose.
The Bonds are authorized by the Resolutions, and pursuant to the laws of the State of Alaska, and are being issued for the following purposes: (a) to make a loan to the City of Adak,
Alaska ("Adak") pursuant to a Loan Agreement dated as of December 1, 2004 (the "Adak Loan Agreement") between the lssuer and the City of Adak in the amount of $1,500,000. Adakwill use
a portion of the proceeds ($905,000) to reimburse the Bank for an interim loan used to finance capital construction costs relating to the City's small boat harbor. The remaining loan
amount of $595,000 will be used to pay for additional construction costs related to the
small boat harbor located in the City of Adak and to pay costs of issuance of the herein defined Adak Bond. As evidence of the loan, Adak will issue its $1,500,000 City of Adak, Alaska,
General Obligation Bond, 2004 Series A (the "Adak Bond"); (b) to make a loan to the Kodiak Island Borough, Alaska ("KIB") pursuant to a Loan Agreement dated as of December 1,2004 (the
"KIB Loan Agreement") between the Issuer and the Kodiak Island Borough. KIB will use $1 1,050,000 of the proceeds to finance educational capital improvements and to pay costs of issuance
of the herein defined KIB Bond. As evidence of the loan, KIB will issue its $1 1,050,000 Kodiak Island Borough, Alaska, General Obligation Bond, 2004 Series B (the "KIB Bond"); (c) to
pay the bond insurance premium of XL Capital Assurance Inc. ("XL"); (d) to fund a reasonably required reserve fund; and (e) to pay issuance costs of the Bonds. 2. No Overissuance. The
total amount of the proceeds of the Bonds will not exceed the total amount necessary for the governmental purposes of the issue. Ill. Sources and Uses of Sale Proceeds of the Bond 1.
Sale Proceeds. The total amount of sale proceeds of the Bonds is $14,183,637.15, consisting of the $13,925,000 face amount of the Bonds, plus $258,637.15 of net original issue premium.
There is no direct monetary benefit, such as a rebate of bond insurance premium, surety bond premium or letter of credit fee, being received by the Issuer in connection with the issuance
of the Bonds. 2. Allocation of Sale Proceeds. The sale proceeds of the Bonds will be allocated as follows: (a) $1,516,128.26 will be allocated to Adak pursuant to the terms of the Adak
Loan Agreement and in exchange for the Adak Bond on the date hereof; (b) $1 1 ,I 68,830.21 will be allocated to KIB pursuant to the terms of the KIB Loan Agreement and in exchange for
the KIB Bond on the date hereof; AMBBIGeneral Obligation Bonds, 2004 Series D Certificate as to Arbitrage l.iD0CS1374216921aibCeflnnMd Page 2
(c) $31,400.00 will be allocated to an expenditure forthe XL bond insurance premium for the Bonds; (d) $83,550.00 will be allocated to payment of the underwriters' discount; and (e)
$1,383,728.68 will be deposited in the Issuer's Reserve Fund. IV. Replacement Proceeds 1. Bonds not Outstandinq Lonuer than Necessary. The lssuer will loan to Adak, a governmental unit,
bond proceeds in the amount of $1,500,000, which amount will be used as described herein at I1 I .(a). Adak has certified that the term of the Adak Bonds used to finance this loan will
not be outstanding for a period longer than 120% of the average reasonably expected economic life of the capital project of Adak. The net premium allocable to the Adak Bond, $16,128.26,
will be used by Adak to pay costs of issuance associated with the Adak Bond and any remaining amount will be used to pay debt service on such bonds. 2. Bonds not Outstandinu Lonuer than
Necessary. The Issuer will loan to KIB, a governmental unit, bond proceeds in the amount of $1 1,050,000, which amount will be used as described herein at I1 I .(a). KIB has certified
that the term of the KIB Bonds used to finance this loan will not be outstanding for a period longer than 120% of the average reasonably expected economic life of the capital project
of KIB. The net premium allocable to the KIB Bonds, $1 18,830.21, will be used to pay cost of issuance associated with the KIB Bond and any remaining amount will be used to pay debt
service on such bonds. 3. Bona Fide Debt Service Fund. The Issuer has established under the Resolutions a fund that is used primarily to achieve a proper matching of revenues of the
lssuer with principal and interest payments on the Bonds within each bond year. The lssuer will deplete amounts in this fund allocable to the Bonds at least once each bond year, except
for a reasonable carryover amount not exceeding the greater of (a) the earnings on the fund forthe immediately preceding bond year, or (b) one-twelfth of the principal and interest payments
on the Bonds for the immediately preceding bond year. 4. Reserve Fund. Under Section 602 of the General Bond Resolution, the 1976 General Bond Resolution Reserve Fund is established
(the "Reserve Fund"). The Resolution requires that the Reserve Fund be funded in an amount equal to maximum annual debt service on all outstanding Loan Obligations. Moneys may be withdrawn
from the Reserve Fund to pay principal and interest on the Bonds and other bonds issued under the General Resolution. Not more than AMBBiGeneral Obligation Bonds, 2004 Series D Certificate
as to Arbitrage I:iDocrl37421632bib5cnnnnpd Page 3
10 percent of the issue price of the Bonds will be allocated to a deposit to the Ordinary Account in the Reserve Fund. lnvestments in the Reserve Fund will be allocated as set forth
in the Issuer's certificate of even date attached hereto as Exhibit A addressing such allocation methodology. 5. No Other Re~lacemenPt roceeds. Other than amounts specifically identified
as replacement proceeds of the Bonds in this certificate, there are no amounts (including without limitation sinking funds, pledged funds and other replacement proceeds) that (i) are
held by or derived from the Issuer or the Borrowers, any related party to the Issuer, or the State of Alaska; and (ii) have a sufficiently direct nexus to the Bonds or to the governmental
purpose of the Bonds to conclude that the amounts would have been used forthat governmental purpose if the proceeds of the Bonds were not used or to be used for that governmental purpose.
V. Yield Limitations on lnvestments of Gross Proceeds of the Bonds 1. lnvestments Without Yield Limitation. The following gross proceeds of the Bonds may be invested without yield limitation:
(a) Amounts to be allocated to pay issuance costs of the Bonds may be invested without yield limitation for a period not to exceed 30 days from the date hereof. (b) Amounts to be allocated
to the loan to Adak may be invested as provided in the arbitrage certificate of the aforementioned community dated the date hereof. (c) Amounts to be allocated to the loan to KIB may
be invested as provided in the arbitrage certificate of the aforementioned community dated the date hereof. (d) Amounts allocated to the fund described in Section IV.4 may be invested
without yield limitation for a period not to exceed 13 months from the date of their deposit therein. (e) Amounts allocated to the fund described in IV.5 and held as a reasonably required
reserve may be invested without yield limitation. Amounts allocated to the fund described in IV.5 in excess of the amount of a reasonably required reserve fund shall be yield restricted
under subsection 2 hereof. 2. Investments Subiectto Yield Limitation. Gross proceeds of the Bonds AMBBiGeneral Obligation Bonds. 2004 Series D Certificate as to Arbitrage l:lDoc1l37421692~~cennnwd
Page 4
that cannot be invested without yield limitation under this section will be invested at a yield, computed in the manner described in Section VII.l, which is not in excess of the yield
on the Bonds plus .125%. Qualified Guarantee 1. The Bonds will be secured by a policy of municipal bond insurance (the "Policy") issued by XL. 2. The lssuer has received the certification
of the Underwriter regarding the Policy and certain other matters. Based upon such certification, the lssuer reasonably expects that (a) the present value of the fees for the Policy
will be less than the present value of the expected interest savings on the issue as a result of the Policy (using the yield on the Bonds, determined with regard to the Policy payments,
as the discount rate), and (b) the fees for the Policy do not exceed a reasonable, arm's-length charge for the transfer of credit risk. 3. The Policy creates a guarantee in substance
and imposes a secondary liability that unconditionally shifts substantially all of the credit risk for all or part of the payments, such as principal or interest payments, on the Bonds.
XL is not a co-obligor with respect to the Bonds. XL and any related parties together will not use more than 10 percent of the proceeds of the Bonds. Comoutation of Yield 1. Cornoutation
of Yield on Bonds. For purposes of this Certificate, the yield on an issue is the discount rate that, when used in computing the present value as of the issue date of all unconditionally
payable payments of principal, interest and fees for qualified guarantees on the issue and amounts reasonably expected to be paid as fees for qualified guarantees on the issue, produces
an amount equal to the present value, using the same discount rate, of the aggregate issue price of bonds of the issue as of the issue date. The bond insurance with respect to the Bonds
has been treated as a qualified guaranty on the Bonds. The purchase price of the Bonds is the initial offering price of the Bonds to the public (excluding bond houses, brokers, and other
intermediaries) at which price at least 10% for each maturity of the Bonds was sold. Such initial offering price for the Bonds is, in the aggregate, $14,183,637.15, consisting of the
$13,925.000 face amount of the Bonds, plus net original issue premium of $258,637.15. The yield on the Bonds has been determined to be 4.000691%. Such determination as to yield has been
made by Western Financial Group, LLC and has been based on the representations made to the lssuer by Wells Fargo Brokerage Services, LLC, the Purchaser, as to the offering prices at
which a substantial AMBBiGeneral Obligation Bonds. 2004 Series D Certificate as to Arbitrage I:\Docs\37421692~rbcennnpd Page 5
amount of the Bonds were sold. VIII. IX. X. XI. 2. Computation of Yield on investments. The yield on an investment allocated to an issue is the discount rate that, when used in computing
the present value as of the date the investment is first allocated to the issue of all unconditionally payable receipts from the investment, produces an amount equal to the present value
of all unconditionally payable payments for the investment. The frequency of compounding interest that is used to calculate yields on investments allocated to the Bonds is the same as
that used to calculate the yield on the Bonds. Arbitraqe Rebate The lssuer will pay all amounts required to comply with the arbitrage rebate requirements of Section 148(f) of the Code.
Hedae Bond Representations 85% of the spendable proceeds of the Bonds will be used to carry out the governmental purposes of the Bonds within the three-year period beginning on the date
hereof. Not more than 50% of the oroceeds of the Bonds will be invested in nonpurpose investments (as defined in section 148(f)(6)(A) of the Code) having a substantially guaranteed yield
for four years or more. Reimbursement Representations The issuer's board of directors adopted Resolution No. 2004-08 on September 22, 2004 (the "Reimbursement Resolution"). Pursuant
to the terms of the Reimbursement Resolution, the lssuer made a $905,000 interim loan on October 20, 2004 to the City of Adak from amounts held in its general fund. This interim loan
was secured with a Bond Anticipation Note (the "Note") issued by the City of Adak. The purpose of the interim loan was to allow the City of Adak to finance certain capital costs associated
with its small boat harbor. The lssuer will be reimbursed with Bond proceeds for the interim loan amount. Pooled Financina Representations 1. The lssuer reasonably expects that as of
the close of the 3-year period beginning on the date hereof, at least 95% of the net proceeds of the Capital lmprovement Bonds (as of the close of such period) will have been used directly
or indirectly to make or finance the loans to the ultimate borrowers described in Section 111.2 hereof. For purposes of this paragraph, "net proceeds" means the proceeds of the Capital
lmprovement Bonds reduced by proceeds deposited in a AMBBiGeneral Obligation Bonds, 2004 Series D Certificate as to Arbitrage I:iD0~~137421692brbcen~npd Page 6
reasonably required reserve or replacement fund. The Bonds are not refunding bonds. 2. The payment of legal and underwriting costs associated with the issuance of the Bonds is not contingent.
At least 95% of the reasonably expected legal and underwriting costs associated with the Bonds will be paid not later than the l8OIh day after the date hereof. XII. General Remesentations
1. Other Obliqations. There are no other obligations of the lssuer which are sold at substantially the same time as the Bonds, are sold pursuant to a common plan of financing together
with the Bonds, and are reasonably expected to be paid out of substantially the same source of funds as the Bonds. 2. Abusive Transactions. The Bonds are not and will not be part of
a transaction or series of transactions that attempt to circumvent the provisions of Section 148 of the Code and the regulations thereunder by (i) enabling the Issuer to exploit the
difference between tax exempt and taxable interest rates to gain a material financial advantage, or (ii) overburdening the tax exempt bond market. The Issuer and the Borrower have covenanted
that they will make no use or investment of the proceeds of the Bonds which will cause the Bonds to be "arbitrage bonds" subject to federal income taxation under the Code. AMBBIGeneral
Obligation Bonds. 2004 Series D Certificate as to Arbitrage 11005~U7121692Wrb~en.nvpd Page 7
DATED this I st day of December 2004. ALASKA MUNICIPAL BOND BANK ~xkcut iveD irector AMBBiGeneral Obligation Bonds, 2004 Series D Certificate as to Arbitrage l:100W37421692Wrb~e".wd
Page 8
CERTIFICATE AS TO ARBITRAGE Exhibit A Reserve Fund Allocation Certificate I, DEVEN MITCHELL, Executive Director of the Alaska Municipal Bond Bank (the "Bank) HEREBY CERTIFY as follows:
1. Pursuant to its General Bond Resolution, the Bank has created a Reserve Fund which is pledged as security for the Bank's general obligation bonds. The Reserve Fund consists of a Special
Account and an Ordinary Account. 2. As required by Section 1.148-6(e)(6) of the Treasury Regulations adopted pursuant to 26 U.S.C. Section 148, the Bank hereby elects to allocate the
investments held by the Reserve Fund ratably among the outstanding issues of its general obligation bonds based upon the following allocation methods. With respect to the Special Account,
investments are allocated ratably among the outstanding issues based upon each issue's proportionate share of the remaining maximum annual debt service on all outstanding issues secured
by the Special Account. With respect to the Ordinary Account, investments are allocated ratably among the outstanding issues based upon the relative original stated principal amounts
of the outstanding issues. 3. The allocation methodologies set forth in paragraph 2 above are consistent with the methodologies used by the Bank's rebate analysts and are permitted under
Section 1.148-6(e)(6) of the Treasury ~e~ulations. 4. In accordance with Section 1.148-6(e)(6) of the Treasury Regulations, the Bank will prepare a new allocation certification (1) at
least once every three years; (2) as of each date that an issue first becomes secured by the Reserve Fund; and (3) on the retirement of any issue secured by the Reserve Fund. IN WITNESS
WHEREOF, I have hereunto set my hand this 1st day of December Gecutive Director AMBBNGeneral Obligation Bonds. 2004 Series D Certificate as to Arbitrage -ExhibitA I:\Docs\37421692brbcenwpd
UNDERWRITER REPRESENTATIONS $13,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D The undersigned, as underwriter of the above-captioned bonds (the "2004 Series
D Bonds"), HEREBY CERTIFIES that: 1. All of the 2004 Series D Bonds have been the subject of an initial offering to the public (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers), at prices no higher than, or yields no lowerthan, those shown on the inside cover page of the Official Statement dated November
16,2004, relating to the 2004 Series D Bonds (the "Official Statement"). 2. To the best of our knowledge, based upon our records and other information available to us which we believe
to be correct, at least 10% of each maturity of the 2004 Series D Bonds was sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity
of underwriters or wholesalers) at the price or yield shown on the Official Statement plus accrued interest. 3. Atthe time the Underwriter agreed to purchase the 2004 Series D Bonds
(the "Sale Date"), based upon our assessment of the then prevailing market conditions, we had no reason to believe any of the 2004 Series D Bonds initially would be sold to the public
(excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices greater, or yields less, than those shown on the
Official Statement. 4. As of the Sale Date, the initial offering prices of the 2004 Series D Bonds of each maturity did not exceed the fair market value of such bonds. 5. The XL Capital
Assurance Inc. bond insurance premium with respect to the Bonds represents a reasonable arm's length charge for transfer of credit risk and the present value of such premium is less
than the present value of the interest to be saved as a result of the bond insurance. 6. These representations are provided to Wohlforth, Vassar, Johnson &
Brecht, P.C. and the Alaska Municipal Bond Bank solely to provide them with information concerning the 2004 Series D Bonds for purposes of formulating their opinion with regard to the
tax-exempt status of the 2004 Series D Bonds and the Arbitrage Certificate with respect to the 2004 Series D Bonds and are not to be used or relied upon by any other person.
DATED this 1st day of December 2004. Wells Fargo Brokerage Services, LLC, as Purchaser ~uthorizedO fficer AMBBlGeneral OD galon Bonds 2004 Serles D Underwriter's Reprosonlatlon I \Docs\37421692~~nre~
p p d
IRREVOCABLE CONSENT OF INITIAL PURCHASER $1 3,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D The undersigned is the representative of the initial purchasers
(the "Initial Purchaser") of the above-captioned bonds (the "2004 Series D Bonds"). All capitalized terms not otherwise defined herein shall be as defined in a resolution entitled "A
Resolution Creating and Establishing an Issue of Bonds of the Alaska Municipal Bond Bank Authority; Providing forthe Issuance from Time to Time of Said Bonds; Providing forthe Payment
of Principal of and Interest on Said Bonds; and Providing forthe Rights of the Holders Thereof," adopted by the Alaska Municipal Bond Bank on May 27, 1976, as amended to the date hereof
(the "General Bond Resolution"). The Initial Purchaserofthe Bonds HEREBY IRREVOCABLY CONSENTS to the following: As of the date hereof, the General Bond Resolution requires that the amount
to be on deposit in the Reserve Fund (the "Required Debt Service Reserve") is the greater of (i) i) the "Maximum Annual Debt Service" defined as an amount equal to the maximum amount
of Principal Installments and interest maturing and becoming due in any succeeding calendar year on all Loan Obligations Outstanding as of the date of calculation or accruing maximum
annual debt service on all Outstanding Loan Obligations as of the date of calculation, or (ii) the "Initial Requirement" defined as 10 percent of the principal amount of all Loan Obligations
Outstanding as of the date of calculation. On August 23, 1999, the Bond Bank adopted its Supplemental Resolution No. 99-8 (the "Supplemental Resolution") amending the definition of "Required
Debt Service Reserve" contained in the General Bond Resolution as follows: "as of any date of calculation, the Required Debt Service Reserve will be the least of the following: (i) 10%
of the original stated principal amount of all Bonds Outstanding; (ii) maximum annual principal and interest requirements on all Bonds then Outstanding; (iii) 125% of average annual
principal and interest requirements on all Bonds then Outstanding; or (iv) such lesseramount as shall be required to maintain the exemption of interest of all Bonds Outstanding from
inclusion in gross income for federal income tax purposes under the Code." The Supplemental Resolution will take effect on the first day following the date on which the Bond Bank receives
consent to the amendment from the Holders of all Bonds Outstanding under the General Bond Resolution. This consent to amend the definition of "Required Debt Service Reserve" is to be
considered as irrevocable and will not lapse with time.
Dated this 1st day of December 2004. WELLS FARGO BROKERAGE SERVICES, LLC as Initial Purchaser Authorized Officer AMBBIGeneral Obligation Bonds. 2004 Series D Irrevocable Consent of lnltlal
Purchaser I:\Docs\37421692\lrrevocable Consent.wpd
CAPITAL ASSURANCE 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 478-3400 MUNlCTPAL BOND INSURANCE POLICY ISSUER: Alaska Municipal Bond Bank Policy No: CA01389A
BONDS: $13,925,000 General Obligation Bonds, 2004 Series D Effective Date: December 1,2004 XL Capital Assurance he. (XLCA), a New Yorlc stock insurance company, in consideration of the
payment of the premium and subject to the tern of this Policy (which includes each endorsement attached hereto), hereby agrees unconditionally and irrevocably to pay to the trustee (the
"Trustee") or the paying agent (the "Paying Agent") (as set fort11 in the documentation providing for the issuance of and securing the Bonds) for the benefit of the Owners of the Bonds
or, at the election of XLCA, to each Owner, that portion of the principal and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment XLCA
will pay such amounts to or for the benefit of the Owners on the later of the day on which such principal and jnterest becomes Due for Payment or one (1) Business Day following the Busu~essD
ay on which XLCA shall have received Notice of Nonpayment (provided that Notice will be deemed received on a given Business Day if it is received prior to 10:OO a.m. New York time on
such Business Day; othenvise it will be deemed received on the next Business Day), but only upon receipt by XLCA, in a form reasonably satisfactory to it, of (a) evidence of the Owner's
right to receive payment of the principal or interest then Due for Payment and @) evidence, including any appropriate instruments of assignment, that all of the Owner's rights with respect
to payment of such principal or interest that is Due for Payment shall thereupon vest in XLCA. Upon such disbursement, XLCA shall become the owner of the Bond, any appurtenant coupon
to the Bond or the right to receipt of payment of principal and interest on the Bond and shall be fully suhrogated to the rights of the Owner, including the Owner's right to receive
payn~cntsu nder the Bond, to the extent of any payment by XLCA hereunder. Payment by XLCA to the Trustee or Paying Agent for the benefit of the Owners shall, to the extent thereof, discharge
the obligation of XLCA under this Policy. In the event the Trustee or Paying Agent bas notice that any payment of principal or interest on a Bond which has become Due for Payment and
which is made to an Owner by or on belmlf of the Issuer of the Bonds has been recovered from the Owner pursuant to a final judgment by a cou~to f competent jurisdiction that such payment
constitutes an avoidable preference to such Owner witbin the meaning of any applicable banlouptcy law, such Owner will be entitled to payment from XLCA to the extent of such recovery
if sufficient funds are not otherwise available. The following terms shall have the meanings specified for all purposes of this Policy, except to the exlent such terms are expressly
modified by an endorsement to tJis Policy. "Business Day" means any day other than (a) a Saturday or Sunday ar @) a day on whicll banking institutions in the State of New York or the
insurer'sFisca1 Agent are authorized or required by law or executive order to remain closed. "Due for Payment", when referring to the principal of Bonds, is when the stated maturity
date or a mandatory redemption date for the application of a required sinking fund installment has been reached and does nat refer to any earlier date on which payment is due by reason
of call for redemption (other than by application of required siddng fund installments), acceleration or other advancement of maturity, unless XLCA shall elect, in its sole discretion,
to pay suclt principal due upon such acceleration; and, when referring to interest on the Bonds, is when the stated date for payment of interest has been reached. "Nonpayment" means
the failure of the Issuer to have provided sufficient funds to the Trustee or Paying Agent for payment in full of all principal and interest on the Bonds which are Due for Payment. "Notice"
means telephonic or telecopied notice, subsequently c o n i i e d in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee or !he Paying Agent
to XLCA which notice shall specify (a) the person or entity maldng the claim, @) the Policy Number, (c) the claimed amount and (d) the date such claimed amount became Due for Payment
"Owner" means, in respect of a Bond, the person or entily who, at the time of Nonpayment, is entitled under the tenns of such Bond to payment thereof, except that "Owner" shall not include
the Issuer or any perso11 or entity whose direct or indirect obligation constitutes the underlying security for the Bonds.
XLCA may, by giving written notice to the Trustee and the Paying Agent, appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of !his Policy. From and after the date of
receipt by the Trustee and the Paying Agent of such notice, which shall specify L11e name and notice address of the Insurer's Fiscal Agent, (a) copies of all notices required to be dclivcred
to XLCA pursuant to this Policy shall be simultnneously delivered to tlie Insurer's Fiscal Agent and to XCLA and shall not be deemed received until received by both and (b) all payments
required to be made by XLCA under this Policy may be made directly by XLCA or by the InsurelJs Fiscal Agent on behalf of XLCA. Tlie Insurer's Fiscal Agent is the agelit ofXLCA only and
the Insurer's Fiscal Agent shall in no event be liable lo any Owner for any act of the Insurer's Fiscal Agent or any failure ofXLCA to deposit or cause to be deposited suficient funds
to make paymenls due hereunder. Except to the extent expressly modiiied by an endorsement hereto, (a) this Policy is non-cancelable by XLCA, and @)the Premium on this Policy is not refundable
for any reason. This Policy does not insure against loss of any prepayment or other acceleration payment which at any time may become due in respect of any Bond, other than ai the sole
option of XLCA, nor against any risk other than Nonpayment. Thii Policy sets forth the full undertaking of XLCA and shall not be modified, altered or affected by my other agreement or
instrumen< including any modification or amendment thereto. THIS POLICY IS NOT COVERED BY THE PROPERTYICASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE
LAW. In wiiness whereof, XLCA has caused this Policy t dl'.//, /a Name: Willia J. Riao Title: Associate General Counsel
BOND INSURER'S CERTIFICATE In connection with the issuance of $13,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "Bonds"), XL Capital Assurance Inc.
(the "Bond Insurer") is issuing a municipal bond insurance policy (the "Insurance Policy") guaranteeing the payment of principal and interest when due on the Bonds, all as more fully
set forth in the Insurance Policy. On behalf of Bond Insurer, the undersigned hereby certifies that: (i) the Insurance Policy is an unconditional and recourse obligation of the Bond
Insurer (enforceable by or on behalf ofthe holders ofthe Bonds) to pay the scheduled payments of interest on and principal of the Bonds in the event of a failure to do so by Alaska Municipal
Bond Bank, Alaska (the "Issuer"); (ii) the insurance premium in the amount of $3 1,400.00 was determined in am's length negotiation in accordance with our standard procedures, is required
to be paid as a condition to the issuance ofthe Insurance Policy and represents a reasonable charge for the transfer of credit risk; (iii) no portion of such premium represents payment
for any direct or indirect services other than the transfer of credit risk, including costs of underwriting the Bonds or a cost, risk, or element that is not customarily borne by the
Bond Insurer; (iv) we are not co-obligors on the Bonds and do not reasonably expect that we will be called upon to make any payment under the Insurance Policy; and (v) the Issuer is
not entitled to a refund of any portion of premium for the Insurance Policy in the event that the Bonds are retired prior to their stated maturities. IN WITNESS WHEREOF, the Bond Insurer
has caused this certificate to be executed in its name on the 1st day of December, 2004 by one of its officers duly authorized as of such date. XL Capital Assurance Inc Title: Associate
General Counsel
CERTIFICATE I, William J. Rizzo, Associate General Counsel of XL Capital Assurance Inc. (the "Corporation"), a New York Corporation, do hereby certify that the information concerning
the Corporation as set forth in the Official Statement dated November 16, 2004, under the caption "SECURITY FOR THE 2004 SERIES D BONDS -Municipal Bond Insurance", regarding the $13,925,000
Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D is accurate in all material respects. IN WITNESS WHEREOF, I have set my hand on behalf of the Corporation tliis 1st
day of December, 2004. XL CAPITAL ASSURANCE INC. L42L-J $<> Associate L ier Counsel
W ~ H L F O R T H , V A S S A R , J O H N S O N ~ B R E C H T &PROPESSIOWL CORPORATION JULIUS J. BRECHT CHERYL RAWLS BROOKING CYNTHIA L . CARTLEDGE ATTORNEYS ATLAW SHELLEYD.EBENAL 900
WEST I T H AVENUE. SUITE 600 ROBERT M. JOHNSON BRADLEY E . MEYEN AHCHORAGE. ALASKA D9501.2018 KENNETH E. VASSAR ERIC E. WOHLFORTH TELEPHONE 907.276.6401 FACSIMILE 901.216.5093 December
1.2004 Board of Directors Alaska Municipal Bond Bank P.O. Box 11 0405 Juneau. Alaska 9981 1 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the
Alaska Municipal Bond Bank (the "Bank") of $13,925,000 General Obligation Bonds, 2004 Series D (the "Bonds"). We have examined the law and such certified proceedings and other papers
as we deem necessary to render this opinion, including the opinions of bond counsel to the Governmental Units (as defined in the Resolutions referred to below) concerning the validity
and enforceability of the Municipal Bonds and the Loan Agreements securing the Loans financed with the proceeds of the Bonds. The Bonds are issued under the Alaska Municipal Bond Bank
Act, Chapter 85 of Title 44 of the Alaska Statutes, as amended (the "Act"), and the General Bond Resolution of the Bank entitled "A Resolution Creating And Establishing An Issue Of Bonds
Of The Alaska Municipal Bond Bank Authority; Providing For The Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said Bonds, And Providing
For The Rights Of The Holders Thereof," adopted May 27, 1976, as amended (the "General Bond Resolution") and the Series Resolution No. 2004-10 of the Bank entitled "A Series Resolution
Authorizing the Issuance of General Obligation Bonds, 2004 Series D, of the Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related Matters," adopted on
November 3, 2004 (the "Series Resolution"). The General Bond Resolution and the Series Resolution are referred to herein collectively as the "Resolutions."
Alaska Municipal Bond Bank December 1.2004 Page 2 The Bonds are in registered form, are dated the date of delivery, mature on November 1 in each of the years in the respective principal
amounts, and bear interest at the rates. as follows: Principal Due Amount 2005 $430,000 2006 1,615,000 2007 475,000 2008 495,000 2009 505,000 201 0 525,000 201 1 540,000 201 2 555,000
201 3 580,000 2014 600,000 lnterest Rate 3.00% 3.00 3.00 3.00 3.00 3.50 3.50 3.50 4.00 4.00 Principal Amount $625,000 650,000 675,000 705,000 740,000 765,000 800,000 840,000 880,000
925,000 lnterest Rate 4.00% 4.00 4.00 4.50 4.50 4.50 4.50 5.00 5.00 5.00 The Bonds bear interest from the date of delivery, payable on November 1, 2005, and semi-annually thereafter
on May 1 and November 1 in each year. The Bonds are subject to redemption prior to maturity as provided in the form of Bond. In connection with the issuance of the Bonds, we have reviewed
the Resolution and the certificate as to arbitrage of the Bank dated the date hereof (the "Tax Certificate"), a Certificate of No-Litigation of the Attorney General (counsel to the Bank),
certificates of the Bank, the Trustee and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions
expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions
may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events
are taken or do occur. We disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies)
by any parties otherthan the Bank and the due and legal execution and delivery thereof by any parties other than the Bank. We have not undertaken to verify independently, and have assumed,
the the accuracy of the factual matters represented, warranted or certified in the documents referred to in the preceding paragraph. Furthermore, we have assumed compliance with the
covenants and agreements contained in the Resolutions and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that
future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights
I:\Docs\37421692\WVJB Final Approving.wpd
Alaska Municipal Bond Bank December 1,2004 Page 3 and obligations under the Bonds and the Tax Certificate may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent
conveyance, moratorium and other laws relating to or affecting creditors' rights generally and to the application of equitable principles. We express no opinion as to the Official Statement
or other offering material relating to the Bonds. Applicable federal tax law establishes certain requirements that must be met subsequent to the issuance of the Bonds in order for interest
on the Bonds not to be included in gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The Bank has covenanted
that it will comply with such requirements and that it will do all things necessary to ensure that interest on the Bonds will be, and remain, not included in gross income for federal
income tax purposes, under Section 103 of the Code. As to questions of fact material to to our opinion, we have relied upon various statements and representations of the Bank contained
in the Resolutions and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.
Subject to the foregoing, we are of the opinion that, under existing law: 1. The Bank is duly created and validly exists as a public corporation and instrumentality of the State of Alaska
(the "State"), with the corporate power to adopt the Resolutions which have been duly adopted by the Bank, and are valid and binding upon the Bank and enforceable in accordance with
their terms. 2. The Resolutions create a valid pledge of a lien on the funds established by the Resolutions for the security of the Bonds on a parity with other bonds issued or to be
issued underthe General Bond Resolution to the extent and on the terms provided therein. 3. The Bonds have been duly authorized and issued in accordance with law, includinq the Act as
amended to the date hereof. and in accordance with the Resolutions. and constitute valid, binding general obligations of the Bankas provided in the ~esolutions: payable and enforceable
in accordance with their terms and the terms of the Resolutions. The Bonds are not a debt or liability, nor do they constitute a pledge of the faith and credit, of the State. 4. Under
existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excluded from the gross income of the owners thereof for federal income tax purposes. However, interest
on the Bonds is taken into account in determining adjusted current earnings for purposes of computing the federal corporate alternative minimum tax under Section 55 of the Code. The
opinion set forth in the first sentence of this paragraph I:\Docs\37421692\WVJB Final Approving.wpd
Alaska Municipal Bond Bank December 1,2004 Page 4 is subject to the condition that the Bank comply with certain arbitrage and rebate requirements set forth in Section 148 of the Code
that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Bank
has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal
income tax purposes to be retroactive to the date of issuance of the Bonds. 5. Under existing laws, interest on the Bonds is free from taxation by the State except for transfer, estate
and inheritance taxes, and except to the extent that inclusion of said interest in computing the corporate alternative minimum tax under Section 55 of the Code, as described above, may
affect the corresponding provisions of the State corporate income tax. Sincerely yours, WOHLFORTH, VASSAR, JOHNSON & BRECHT. P.C. Cynthia L. Cartledge I:\Docs\37421692\WVJB Final Approving.wpd
JULIUS J. BRECHT W ~ H L F O R T H , V A S S A R , J O H N S O N & B R E C H T A PROiESSlOML CORPORATION TELEPHONE 901.216.6401 FACSIMILE 907.276.5093 WEBSITE www.wvjb.com December 1,2004
J.P. Morgan Trust Company, National Association as TrusteelPaying Agent 1301 Fifth Avenue, Suite 3310 Seattle, Washington 98101 Ladies and Gentlemen: You are acting as trustee under
the General Bond Resolution of the Alaska Municipal Bond Bank (the "Bank"), adopted May 27, 1976, as amended (the "General Bond Resolution"). Under the General Bond Resolution, the Bank
has authorized the issuance of its $13,925,000 General Obligation Bonds, 2004 Series D (the "Bonds") pursuant to a series resolution of the Bank, adopted on May 27, 2004, and entitled:
"A Series Resolution Authorizing The Issuance Of General Obligation Bonds, 2004 Series D Of The Alaska Municipal Bond Bank; Rescinding Resolution No. 2004-07, as Amended; and Related
Matters" (the "Series Resolution"). We advise you as such trustee that in our opinion: (i) the Bank has the right and power under AS 44.85, as amended to the date hereof, to adopt the
General Bond Resolution, and the General Bond Resolution has been duly and lawfully adopted by the Bank, is in full force and effect and is valid and binding upon the Bank and enforceable
in accordance with its terms, and no other authorization for the General Bond Resolution is required; (ii) the General Bond Resolution creates the valid pledge which it purports to create
of the Municipal Bonds and Municipal Bonds Payments (as said terms are defined in the General Bond Resolution), moneys, securities and funds held or set aside under the General Bond
Resolution, subject to the application thereof to the purposes and on the conditions permitted by the General Bond Resolution; and (iii) the Bonds are valid, binding and general obligations
of the Bank as provided in the General Bond Resolution, payable and enforceable in accordance with their terms and the terms of the General Bond Resolution and entitled to the benefits
of the General Bond Resolution and of AS 44.85, and the Bonds have been duly and validly authorized and issued in accordance with law, including AS 44.85 as amended to the date hereof,
and in accordance with the General Bond Resolution.
J.P. Morgan Trust Company. National Association Re: $13,925.000 General Obligation Bonds. 2004 Series D December 1,2004 Page 2 We further advise you as such trustee that in our opinion
the Series Resolution has been duly and lawfully adopted by the Bank in accordance with the provisions of the General Bond Resolution, is authorized or permitted by the General Bond
Resolution and is valid and binding upon the Bank and enforceable in accordance with its terms. Sincerely, WOHLFORTH, VASSAR, JOHNSON & BRECHT, P.C. cyntia L. Cartledge
JULIUS J. BRECHT CHERYL RAWLS BROOKING CYNTHIAL. CARTLEDGE ATTORNEYS hT LAW SHELLEY 0. EBENAL 000 WEST ST" AVENUE. SUlTE800 ROBERT M. JOHNSON BRADLEY E. MEYEN ANCHORAGE.ALASKA 0QS01-10411
KENNETH E.VASSAR ERIC E. WOHLFORTH TELEPHONE 907.276.6401 FACSIMILE 907.216.5093 December 1,2004 Wells Fargo Brokerage Services, LLC, as Purchaser 707 Wilshire Blvd., 17th Floor Los
Angeles, CA 9001 7 XL Capital Assurance Inc., as Insurer 1221 Avenue of the Americas New York, New York 10020 RE: $13,925,000 Alaska Municipal Bond Bank, General Obligation Bonds, 2004
Series D Ladies and Gentlemen: In connection with the delivery of the bond issue referenced above on the date hereof, you may rely on our final approving opinion dated the date hereof
relating to such bond issue, as though said opinion was addressed to you. Sincerely, WOHLFORTH, VASSAR, JOHNSON & BRECHT, P.C. cyn[hia L. Cartledge
AlTORNEY GENERAL'S CERTIFICATE AS TO LITIGATION AND OTHER MAlTERS I, MARJORIE L. VANDOR, Assistant Attorney General, on behalf of Gregg D. Renkes, Attorney General of the State of Alaska,
HEREBY CERTIFY, with respect to the Alaska Municipal Bond Bank (the "Bank") General Obligation Bonds, 2004 Series D (the "Bonds"), as follows. A. I am a properly appointed and qualified
Assistant Attorney General of the State of Alaska, presently serving in that capacity and authorized to sign this document on behalf of the Attorney General. B. To the best of my knowledge,
all approvals, consents and orders of any State governmental authority, board, agency or commission having jurisdiction that would constitute conditions precedent to the performance
by the Bank of its obligations under the Bond Purchase Agreement, the Bond Resolution, the Bonds, and each Loan Agreement (as defined below), and that can be reasonably obtained at this
time have been obtained. The "Loan Agreements" shall mean the Loan Agreement by and between the Bank and the City of Adak, Alaska and the Loan Agreement by and between the Bank and the
Kodiak Island Borough, each dated as of December 1, 2004. C. There is no State litigation or proceeding pending, or to my knowledge, after due inquiry threatened, in any way affecting
the existence of the Bank, or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the authorization, sale, or delivery of the Bonds, or the right,
power and authority of the Bank to purchase the Municipal Bonds and to collect the Municipal Bond Payments pledged to pay the principal of and interest on the Bonds, or the pledge thereof,
or in any way contesting or affecting the validity or enforceability of the Resolution, the Series Resolution, the Bonds, or each Loan Agreement, or contesting the powers of the Bank
or its authority with respect to the Resolution, the Series Resolution, the Bonds, or each Loan Agreement. D. Based on my examination, I have no reason to believe that the material in
the Official Statement under the caption "LITIGATION" relating to the Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading in any material respects. DATED this 1st day of December 2004. GREGG D. RENKES Attorney General I ~ssikfanAt
ttorney General AMBBIGeneral Obllealllln Bonds. 2004 Serles D Altornoy General-s C~rtillcatc \UAWISJUN\VOL1\CVJGA\VANDORh11BONDL ITIGATION REPORTSRG CERT 112204.DOC
ITAL ASSU XL Capital Assurance Inc. 1221 Avenue of the Americas New York, NY 10020-1001 Plione 212 478-3400 Fax 212 378-3587 www.xIca.com December I, 2004 To the Parties Listed in Schedule
A Re: $13,925,000 Alaska Municipal Bond Bank General Obligation Bonds, 2004 Series D (the "Bonds") Ladies and Gentlemen: I am Associate General Counsel of XL Capital Assurance Inc.,
a New York corporation (the "Corporation"), and have acted as counsel to the Corporation in connection with the issuance of municipal bond insurance Policy No. CA01389A (the "Policy")
relating to the above-captioned Bonds. In so acting, I have examined a copy of the Policy and such other relevant documents as I have deemed necessary. Based upon the foregoing, I am
of the following opinion: 1. The Corporation is a stock insurance corporation, duly incorporated and validly existing under the laws of the State of New York and is licensed and authorized
to issue the Policy under the laws ofthe State of New York. 2. The Policy has been duly executed and is a valid and binding obligation of tlie Corporation enforceable in accordance with
its terms except tliat the enforcement of the Policy may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium, receivership and other similar laws affecting
creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3. The Policy is not required
to be registered under the Securities Act of 1933, as amended. 1 am qualified to practice law in the State of New York and do not purport to be an expert on, or to express any opinion
concerning, any law other than the laws of the State of New York and the Federal laws of the United States of America. This opinion is being delivered to you in connection with the issuance
of tlie Policy and may not be relied upon for any other purposes or by any other person without my express written consent. Very truly yours, L2iL&j$$/William J. ~zzo Associate General
Counsel
Schedule A Alaska Municipal Bond Bank Juneau, Alaska J.P. Morgan Trust Company, National Association Los Angeles, California Wells Fargo Brokerage Services, LLC Salt Lake City, Utah
Moody's lnvestors Service 99 Church Street New York, NY November 29,2004 XL Capital Assurance 1221 Avenue of the Americas New York, NY 10020 To Whom It May Concern: Moody's Investors
Service has assigned the rating of (XL Capital Assurance Insured -Policy No. CA01389A) to the $13,925,000.00, Alaska Municipal Bond Bank---General Obligation Bonds, 2004 Series D, dated
December I, 2004 which sold on November 16,2004. The rating is based upon an insurance policy provided by XL Capital Assurance. Should you have any questions regarding the above, please
do not hesitate to contact the assigned analyst, Margaret Kessler at (212) 553-7884. Sincerely yours, Margaret L. Kessler Vice PresidentISenior Analyst MLK 1 NM
Vincent S. Orgo Steven G. Zlmmemann Administrative Officer Managing Director 55 Water Street, 38th Floor One Market New York, NY 100414003 Steuart Tower, 15th Floor tei212 438.2074 San
Francisco, CA94105-1000 vlncent~orgo@stsndardandpoors.com lei415 371.5004 ~ -steve_zimmemann@standardandpoon.com reference no.: 40155844 November 24.2004 XL Capital Assurance, Inc. 1221
Avenue of the Americas New York, NY 10020-1001 Attention: Mr. Hemi N. Gourd, Managing Director Re: $13,925,000 Alaska M~rnicipaBl ond Bank, General Obligation Bonds, 2004 Series D, dated:
Date of Delivery, drre: November 1, 2005-2024, (POLICY #CA01389A) Dear Mr. Gourd: Standard & Poor's has reviewed the rating on the above-referenced obligations. After such review, we
have changed the rating to "AAA" from "A". The rating reflects our assessment of the likelihood of repayment of principal and interest based on the bond insurance policy your company
is providing. Therefore, rating adjustments may result from changes in the financial position of your company or from alterations in the documents governing the issue. The rating is
not investment, financial, or other advice and you should not and cannot rely upon the rating as such. The rating is based on information supplied to us by you but does not represent
an audit. We undertake no duty of due diligence or independent verification of any information. The assignment of a rating does not create a fiduciary relationship between us and you
or between us and other recipients of the rating. We have not consented to and will not consent to being named an "expert" under the applicable securities laws, including without limitation,
Section 7 of the Securities Act of 1933. The rating is not a "market rating" nor is it a reconmendation to buy, hold, or sell the obligations. This letter constitutes Standard & Poor's
pern~issiont o you to disseminate the above-assigned rating to interested parties. Standard & Poor's reserves the right to inform its own clients, subscribers, and the public of the
rating. Standard & Poor's relies on the issuer and its counsel, accountants, and other experts for the accuracy and completeness of the information submitted in connection with the rating.
This rating is based on financial information and documents we received prior to the issuance of this letter. Standard & Poor's assumes that the documents you have provided to us are
final. If any subsequent changes were made in the final documents, you must notify us of such changes by sending us the revised final documents with the changes clearly marked. Standard
& Poor's is pleased to be of service to you. For more information please visit our website at www.standardandoooi-s.com. If we can be of help in any other way, please contact us. Thank
you for choosing Standard & Poor's and we look fonvard to working with you again.
Mr. llenri N. Gourd Page 2 November 24,2004 Sincerely yours, Standard & Poor's Ratings Services a division of The McGraw-Hill Companies, Inc. By: Vincent S. Orgo Administrative Office1
STANDARD &POOR'S Steven J. Murphy StevenG.Zimmermann Managing Director Managing Director 55 Water Street 381h Floor One Market New York, NY 10041.0003 Steuart Tower, 15th Floor ie12124382066
San Francisco, CA 941051000 steve_murphy@slandardandpoon.com lei415 371-5004 steve~zimmermann@slandardandpoon.com reference no.: 691297 November 12,2004 State of Alaska Department of
Revenue State of Alaska 333 Willoughby Ave. Juneau, AK 998 1 1-0405 Attention: Mr. Deven J. Mitchell, State Debt Manager Re: US$I3,925,000 Alaska M~micipaBl ond Bank, Alaska, General
Obligatioiz Bonds, Series 2004D, dated: Date of Delivery, due: November 1,2024 Dear Mr. Mitchell: Pursuant to your request for a Standard & Poor's rating on the above-referenced obligations,
we have reviewed the information submitted to us and, subject to the enclosed Terms and Conditions, have assigned a rating of "A". Standard & Poor's views the outlook for this rating
as stable. A copy of the rationale supporting the rating is enclosed. The rating is not investment, financial, or other advice and you should not and cannot rely upon the rating as such.
The rating is based on information supplied to us by you or by your agents but does not represent an audit. We undertake no duty of due diligence or independent verification of any information.
The assignment of a rating does not create a fiduciary relationship between us and you or between us and other recipients of the rating. We have not consented to and will not consent
to being named an "expert" under the applicable securities laws, including without limitation, Section 7 of the Securities Act of 1933. The rating is not a "market rating" nor is it
a recommendation to buy, hold, or sell the obligations. This letter constitutes Standard & Poor's permission to you to disseminate the above-assigned rating to interested parties. Standard
& Poor's reserves the right to inform its own clients, subscribers, and the public of the rating. Standard & Poor's relies on the issuer/obligor and its counsel, accountants, and other
experts fox the accuracy and completeness of the information submitted in connection with the rating. This rating is based on financial infom~ationa nd documents we received prior to
the issuance of this letter. Standard & Poor's assumes that the documents you have provided to us are final. If any subsequent changes were made in the final documents, you must notify
us of such changes by sending us the revised final docun~entsw ith the changes clearly marked. To maintain the rating, Standard & Poor's must receive all relevant financial information
as soon as such information is available. Placing us on a distribution list for this information would facilitate the process. You must promptly notify us of all material changes in
the financial
Mr. Deven J. Mitchell Page 2 November 12,2004 information and the docun~ents. Standard & Poor's may change, suspend, withdraw, or place on Creditwatch the rating as a result of changes
in, or unavailability of, such infomlation. Standard & Poor's reserves the right to request additional information if necessary to maintain the rating. Please send all information to:
Standard & Poor's Ratings Services Public Finance Department 55 Water Street New York, NY 10041-0003 Standard & Poor's is leased to be of service to vou. For more information on Standard
& Poor's, please visit our website at www.staudardand~~oors.coIf~ w~~e .c an be of help in any other way, please call or contact us at n y p ~ ~ b l i c f i ~ ~ a n c e ~ t a n d a r
d a ~ ~ dTphaonokr yso.u~ f~o~r c~h.o osing --Standard & Poor's and we look forward to working with you again. Sincerely yours, Standard & Poor's Ratings Services a division of The McGraw-Hill
Companies, Inc. By: Steven .I. Murphy Managing Director cm enclosures cc: Mr. Chip Pierce Western Financial Group, LLC
Blanket Issuer Letter of Representations Fo be Completed by Issuer] May 2, 1995 lDnlr! .ittention: Undenvriting Department -Eligibility The Depository Trust Company .53 \Vater Street:
30th Floor New York. NY 10041-0099 Lddies and Gentlemen: This letter sets forth our understanding with respect to all issues !the."Securities") that Issuer shall request be made eligible
for deposit by The Depository Trust Company ("DTC"). To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTCi Rules with respect to the
Securities, Issuer represents to DTC that Issuer \\+I1 cumply \\ith the requirements stated in DTCk Operational Arrangements, as they may he amended from time to time. Sote: Very truly
yourj. Schedule A contains statements that DTC believes accuratelv describe DTC. the method of eflectin book enm lmirfer~o f securities distributed through D ~ Ca.n d ALASKA MUNICIPAL
BOND BANK certiin related manen. Received and Accepted: THE DEPOSITORY TRUST COMPANY
SCHEDULE A (To Blanket Issuer Letter of Representations) SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC -bracketed material may be applicable
only to certain issues) 1. The Depository Trust Company ("DTC), New York, NY, will act as securities depository for the securities (the "Securities"). The Securities will be issued as
fullyregistered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered
Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of [any] issue and will be deposited with DTC. [If, however, the aggregate
principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued
with respect to any remaining principal amount of such issue.] 2. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues
of US. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with
DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry
transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
("DTCC). DTCC, in turn, is owned by a number of Direct Participants of DTC and Membersof the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS
Clearing Corporation, and Emerging Markest Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American
Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations thatclear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("lndirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for
the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and lndirect Participants'
records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details
of the transaction, as well as periodic statements of their holdings, from the Direct or lndirect Participant through which the Beneficial Owner entered into the transaction. Transfers
of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and lndirect Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate
subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested
by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities
are credited, which may or may not be the Beneficial Owners. The Direct or lndirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to lndirect Participants, and by Direct Participants and lndirect Participants
to Beneficial Owners will he governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities
may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.] [6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such issue to be redeemed.] Page A-2
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's Procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to lssuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those
Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend
payments on the Securities will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants'
accounts upon DTC's receipt of funds and corresponding detail information from lssuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments
by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such Participant and not of DTC [nor its nominee], Agent, or lssuer, subject to any statutory orregulatory requirements
as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of lssuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments
to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered,
through its Participant, to [TenderIRemarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities,
on DTC's records, to [TenderlRemarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied
when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Securities to [TenderIRemarketing]
Agent's DTC account.] 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to lssuer or Agent. Under such
circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 11. The lssuer may decide to discontinue use
of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered. 12. The information in this
section concerning DTC and DTC's book-entry system has been obtained from sources that lssuer believes to be reliable, but lssuer takes no responsibility for the accuracy thereof. Page
A-3
11 13 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transponation . . . . . . . . . .
. . . . . . . . . . . . . . . . . 14 Public safety. . . . . . . . . . . . . . . . . . . . . . . . . . . . I5 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . .
. 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Farm 8038-6 OMB No. 1545.0720 (Rev. November 2000) ocpvnmcnt of the Treasury lnicrrwl Rcvcnuc scmicc .............
General Obligation Bonds, 2004 Series D 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -. -. . . . . 17 1 Information Return for Tax-Exempt Governmental Obligations
Under Internal Revenue Code section 149(e) W See separate Instructions. Caution: M fhe issue price is under $100.000. use Form 8038-GC. 01179PHZ3 ( (a) final maturity date 1 (b) Issue
pricc ( Ic) Stated redcmplion Id) Weighted orice at maturitv I averme maturity m.. s I I I I 21 1110112024 I s 14,183,637 1 S 13,925,000 1 10.930 years I 4.0007 % .. Uses of Proceeds
of Bond Issue (including underwriters' discount) 1 Issuer's name Alaska Municipal Bond Bank Authority 3 Number and street (or P.O. box if mail is not delivered to street address) 333
Willoughby, State Office Building 9 Name and title of officer or legal representative whom the IRS may call for more information Deven J. Mitchell, Executive Director 22 Proceeds used
for accrued interest . . . . . . . . . . . . . . . . . . . . . 24 Proceeds used for bond issuance costs (including underwriters' discount) . 25 Proceeds used for credit enhancement .
. . . . . . . . . . . 26 Proceeds allocated to reasonably required reserve or replacement fund . . 31 Enter the remaining weighted average maturity of the bonds to be currently refunded
. . .b NIA years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . b years 10 Telephone numberof officerw legal representative ( 907 ) 465.3750
33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . b 2 Issuer's employer identification number 92 1 6001185 .. Type of Issue (check applicable box(es)
and enter the issue price) See instructions and attach schedule 34 Enter the datels) the refunded bonds were issued b m x Room/suite 5 City, town, or post office. state, and ZIP code
Juneau, Alaska 99801 7 Name of issue 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 36a Enter the amount of gross proceeds invested
or to be invested in a guaranteed investment contract (see insuuctions) b Enter the final maturity date of the guaranteed investment contract b 37 Pooled financings: a Proceeds of this
issue that are to be used to make loans to other governmental units 12,684,958 b If this issue is a loan made from the proceeds of another tax-exempt issue, check box b and enter the
name of the issuer b and the date of the issue b 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(lli)( small issuer exception), check box . . . b 4 Report number
3 2004-07 6 Date of issue December 1,2004 8 CUSIP number 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . b 13 40 If the issuer
has identified a hedqe, check box . . . . . . . . . . . . . . . . . . . . . . . b Sign Here mined this return and accompanying schedules and statements. and to the best of my knowledge
DL~Y Deven J. Mitchell, Executive Director batk Type or print name and title For Paperwork ~e b u c t i o nA ct Notice, see page 2 of the Instructions. Cat. NO. 63773s Form 8038-G (Rev.
11.2wa)
ATTACHMENT TO IRS Form 8038-G Alaska Municipal Bond Bank General Obliclation Bonds, 2004 Series D City of Adak, Alaska Employee ID #92-0175821 Kodiak Island Borough Employee ID #92-0030845
AMBBIGeneral Obligation Bonds. Scner 0 Exhlblfto 803Bb I:DwU7421692\cxhiblI ID 8 0 3 8 , ~ d
Alaska Municipal Bond Bank City of Adak, Alaska $905,000 Bond Anticipation Note Dated: October 20,2004 Delivered: October 20, 2004 TABLE OF CONTENTS 1. Certified Copy of Resolution 2004-08
2. Loan Agreement with the City of Adak 3. City of Adak a. Certified Copy of Resolution 2004-1 6 b. Certificate of Delivery and Payment and Receipt of Purchaser c. No Litigation Opinion
of City Attorney d. Bond Anticipation Note e. Opinion of Wohlforth, Vassar, Johnson & Brecht f. IRS Form 8038-G
FAX Ni3. EXECUTsYE DtRECTOR'S CERTIFICATE I, DEVEN J. MITCHELL, Cxecuiive Director of the Alaska Municipal Bond Bank (the "Bank"}, HEREBY CERTIFY i:.:..t the attached resolution is a
true and correct copy oi Resolution NO. 2004-08, and f'iat said Resolution has not been altered, amended or repealed, but is in full force ant' ~>ffect. IN WITNESS WHEREOi-; I have hereunto
set my hand and impressed the seat of the Bank this 20th day of Octobe: 2004. [ S E A L ] ~iecut iveD irector RECEIVED FROM:
ALASKA MUNICIPAL BOND BANK AUTHORITY RESOLUTION NO. 2004-08 RESOLUTION OF THE ALASKA MUNICIPAL BOND BANK AUTHORITY AUTHORIZING THE USE OF AUTHORITY ASSETS TO MAKE AN INTERIM LOAN TO
THE CITY OF ADAK, ALASKA, APPROVING THE FORM OF A LOAN AGREEMENT: AND PROVIDING FOR RELATED MATTERS. WHEREAS, on July 19,2004, the Alaska Municipal Bond Bank (the "Bond Bank") authorized
the issuance of not to exceed One Million Seven Hundred Thousand Dollars ($1,700,000) of general obligation bonds (the "Bonds") a portion of which were to be loaned to the City of Adak,
Alaska ("Adak") to finance certain harbor improvements located in Adak; and WHEREAS, it has been determined that it is in its best interest of the Bond Bank to issue the Bonds on or
about December 1, 2004 to comply with certain provisions of its 1976 General Bond Resolution: and WHEREAS, Adak, however, needsfunds in the amount notto exceed Nine Hundred Five Thousand
Dollars ($905,000) on September 23, 2004, to secure federal funding for its harbor project; and WHEREAS, the Bond Bank is authorized to make loans to municipalities, including Adak,
by Alaska Statues 44.85, as amended (the "Act"); and WHEREAS, Adak has agreed to issue a bond anticipation note to secure an interim loan with the Bond Bank: and WHEREAS, the Bond Bank
hereby finds and determines that it is in the public interest and will best carry out the purposes of the Bond Bank to make a loan to Adak and reimburse itself with proceeds of the Bonds
on or about December I, 2004; and WHEREAS, there has been presented to this meeting the form of a Loan Agreement to be entered into by and between the Bond Bank and Adak (the "Loan Agreement");
and WHEREAS, it appears the Loan Agreement, which is now before the Board of the Bond Bank, is in appropriate form and is an appropriate instrument for the purposes intended;
NOW, THEREFORE, BE IT RESOLVED BY THE ALASKA MUNICIPAL BOND BANK AS FOLLOWS: Section 1. The Chairman or the Executive Director is hereby authorized, empowered and directed to make an
interim loan to Adak in the amount of not to exceed Nine Hundred Five Thousand Dollars ($905,000) (the "Loan Obligation"). The Loan Obligation shall bear interest from the date of the
Loan Agreement. Interest accruing on the Loan Obligation shall be at a rate of one percent (1 %)computed on the basis of a 360-day year composed of twelve thirty day months. The principal
of and interest on the Loan Obligation shall be due and owing upon issuance of the Bonds. Section 2. That the form and content of the Loan Agreement be and the same hereby are in all
respects authorized and approved, and the Chairman or the Executive Director be and he hereby is authorized, empowered and directed to execute the Loan Agreement for and on behalf of
the Bond Bank, including necessary counterparts, in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as
shall to him seem necessary, desirable or appropriate, his execution thereof to constitute conclusive evidence of his approval of any and all changes, modifications, additions or deletions
therein from the form and content of the Loan Agreement now before this meeting, and that from and after the execution and delivery of the Loan Agreement, the Chairman and the Executive
Director are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions
of the Loan Agreement as executed. Section 3. That the Chairman, the Executive Director and Secretary of the Bond Bank or any other person authorized by the Bond Bank be and they hereby
are authorized to execute and deliver for and on behalf of the Bond Bank any and all additional certificates, documents, opinions, or other papers and perform all such other acts as
they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 4. That this Resolution does hereby incorporate by reference
as though fully set out herein the provisions of the document presented to this meeting. Section 5. That this Resolution shall become effective immediately upon its passage and approval.
---Resolution No. 2004, I:\Doffi\37421692\Resolut1on No. 2004-08 Adak.wpd
10-19-84 81 :39 RECEIVED FROM:
LOAN AGREEMENT AGREEMENT, dated as of the (3 day of October 2004, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality
of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the
"Act"), having its principal place of business at Juneau, Alaska, and the City of Adak. Alaska,
a municipal corporation of the State organized as a second class city under Title 29 of the Alaska Statutes (the "Cibj"): W I T N E S S E T H : WHEREAS, pursuant to the Act, the Bank
is authorized to make loans of money (the "Loan" or "Loans") to governmental units; and WHEREAS, the City is a Governmental Unit as defined in the 1976 General Bond Resolution of the
Bank, and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its bond anticipation note; and WHEREAS, the City desires to borrow money from the Bank
in the amount of $905,000 and the Citv has duly authorized the issuance of its fullv reaistered bond anticipation note in thi aggregaie principal amount of $905,000 (the " ~ u n i c
i ~Naol t e"). which note is to be purchased bv the Bank as evidence of the Loan in accordance with this Agreement. NOW, THEREFORE, the parties agree: 1. The Bank hereby makes the Loan
and the City accepts the Loan in the principal amount of $905,000. As evidence of the Loan, the City hereby sells to the Bank the Municipal Note, with principal and interest payable
as stated in Exhibit " A appended hereto. 2. The City represents that it has duly adopted or will adopt or approve all necessary ordinances orresolutions, including Resolution No. 2004-16
passed by the City Council on September 24, 2004 (the "City's Resolution"), and has taken or will take all proceedings required by law to enable it to enter into this Loan Agreement
and issue its Municipal Note to the Bank and that the Municipal Note will constitute a general obligation of the City and the full faith and credit of the City will be pledged for payment
of the principal of, and interest on, the Municipal Note. 3. In the event the amounts referred to in Section 1 hereof to be paid by the City pursuant to this Loan Agreement are not made
available at any time specified herein, the City agrees that any money payable to it by any department or agency of the State may be withheld from it and paid over directly to the Authority
and this Loan Agreement shall
be full warrant, authority and direction to make such payment upon notice to such department or agency by the Bank, with a copy provided to the City, as provided in the Act. 4. Simultaneously
with the delivery of the Municipal Note to the Bank, the City shall furnish to the Bank evidence satisfactoly to the Bank which shall set forth, among other things, that the Municipal
Note constitutes a valid general obligation of the City. 5. If any provision of this Loan Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability
of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agreement shall be construed and enforced as if such invalid or unenforceable
provision had not been contained herein. 6. This Loan Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as an original and all of
which constitute but one and the same instrument. Each party agrees that it will execute any and all documents or other instruments, and take such otheractions as are necessary, to give
effect to the terms of this Loan Agreement. 7. No waiver by either party of any term or condition of this Loan Agreement shall be deemed or construed as a waiver of any other term or
condition hereof, nor shall a waiver of any breach of this Loan Agreement be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection,
paragraph, clause, phrase or other provision of this Loan Agreement. 8. This Loan Agreement memes and suoersedes all orior neaotiations. representations and agreements between the parties
hereto relating td the subject matte; hereof and constitutes the entire agreement between the parties hereto in respectthereof. AMBBlAdak Interim Finaning Loan Agreement -Mak I:\DoaU7421692U~un@wmonl
Aduk vlwpd Page 2
FAX I.10. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above ,v:i~en. [ S E A L ] ALASKA MUNICIPAL BY -Exef utive Director CITY OF ADAK,
ALASKA BY STEVEN HlNES City Manager RECEIVED FROM:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ALASKA MUNICIPAL BOND BANK [ S E A L ] BY DEVEN J. MITCHELL Executive Director
CITY OF ADAK, ALASKA By --k ) . d . r STEVEN HlNES -~-City Manager AMBBIAdak Interim Financing Loan Agreement -Mak 1 : \ ~ ~ ~ ~ ~ 7 4 2 1 6 9P2gVrcacrmnc nlMak v 3 . W Page 3
EXHIBIT "A" TO LOAN AGREEMENT BETWEEN THE CITY OF ADAK, ALASKA, AND THE ALASKA MUNICIPAL BOND BANK City of Adak, Alaska Bond Anticipation Note Principal Interest Maturitv Date Amount
&& December 1,2004' $905,000 1 .OO% Maturity Date shall be the date ofissue ofthe Bank's General Obligation Bonds 2004 Series D. Principal and interest shall be payable on the date the
Bank issues its General Obligation Bonds, 2004 Series D (the "2004 Series D Bonds"). The 2004 Series D Bonds are expected to be issued on or about December 1,2004 with a portion of the
proceeds being used to reimburse the Bank for the herein referenced loan. AMBBlGeneral Obligation Bonds. 2004 Series D Loan Agreement -Exhiblt A I:lOoC1U7421692ILoun 4rmmcnlAdaX v 3
4 d Page A-I
CERTIFICATE I, Felicity Flensburg, Clerk of the City of Adak (the "City"), HEREBY CERTIFY that the document attached hereto is a true and correct copy of Resolution No. 2004-16 of the
City of Adak adopted by the City Council at a meeting duly called and held on September 24, and that said Resolution No. 2004-16 has not been modified, amended, repealed or rescinded,
but is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have executed thiscertificate this 1st day of December 2004. City of Adak
City of Adak Adak, Alaska Resolution No. 2004-16 A RESOLUTION OF THE CITY OF ADAK, ALASKA, AUTHORIZING THE ISSUANCE OF BOND ANTICIPATION NOTES IN THE PRINCIPAL AMOUNT OF $905,000 TO
PAY THE COST TO ACQUIRE, PLAN, DESIGN, CONSTRUCT, IMPROVE AND EQUIP THE SMALL BOAT HARBOR FACILITIES AND AUTHORIZING ALL THINGS INCIDENTAL THERETO WHEREAS, at an election held in the
City of Adak, Alaska (the "City"), on January 6, 2004, the number and proportion of qualified electors of the City as required by law for the adoption thereof voted in favor of a proposition
authorizing the issuance of general obligation bonds of the City in the aggregate principal amount of not to exceed $1,500,000to pay the cost to acquire, plan, design, construct, improve
and equip the small boat harbor facilities, and authorizing all things incidental thereto as authorized by Ordinance 03-2003-11 of the City passed on November I I, 2003 (the "Election
Ordinance"); and WHEREAS, the City Council of the City (the "Council") wishes to authorize the issuance of $905,000 principal amount of the general obligation bonds authorized by the
Election Ordinance and approved by the City's voters (the "Bonds"); and WHEREAS, it is in the best interest of the City to sell the Bonds to the Alaska Municipal Bond Bank (the "Bond
Bank"); and WHEREAS, the Bond Bank will not be ready to purchase the Bonds until December of 2004; and WHEREAS, in order to accomplish the purposes of the Bonds, the City has need of
$905,000 by September 23,2004; and WHEREAS, the City is authorized to issue bond anticipation notes pursuant to AS 29.47.080 thru AS 29.47.140;a nd WHEREAS, the Bond Bank has agreed
to purchase bond anticipation notes from the City in order to provide the City with interim financing in anticipation of the issuance of the Bonds in December. Page 1
NOW, THEREFORE, THE CITY OF ADAK, ALASKA, RESOLVES, as follows: 1. The City Manager is authorized to do all things reasonably necessary to provide for the issuance by the City of bond
anticipation notes in the principal amount of $905,000 for a term not to exceed 6 months at a rate not to exceed 2% per annum. The principal and interest of the bond anticipation notes
may be paid from proceeds of the Bonds when issued or from such other sources as may be available to the City for such purpose. The bond anticipation notes must be issued before November
1, 2004, and if not issued by such date the authorization granted by this resolution shall terminate on such date. 2. This resolution shall become effective immediately upon its passage
and approval by the Council. Passed and adopted by Adak City Council this A 4& day of /~ , P " ~ & y ~ /d Mike Swetzof, Vice Mayor /Attest: Page 2
CERTIFICATE OF DELIVERY AND PAYMENT I, Steven Hines, City Manager of the City of Adak (the "Issuer"), a second class city of the State of Alaska. HEREBY CERTIFY that on the 20th day
of October, 2004, 1 caused to be delivered to the Alaska Municipal Bond Bank the $905,000 City of Adak 2004 Bond Anticipation Note duly executed by or on behalf of the City of Adak,
and that at the time of delivery of the Note, I received from the Alaska Municipal Bond Bank the amount of $905.000 being payment in full for said Note. IN WITNESS WHEREOF, I have hereunto
set my hand this 20th day of October 2004. Steven Hines City Manager RECEIPT OF NOTE The undersigned acknowledges receipt of the City of Adak, Alaska, 2004 Bond Anticipation Note. in
the principal amount of $905.000. ! DATED this 20th day of October 2004 ALASKA MUNICIPAL BOND BANK BY DEVEN J. MITCHELL Executive Director
FAX NO. -C ERTIFICATE OF DELIVERY &PAYMENT I. Steven Hines, City Pbnagef of the Ciiy of Adak (the "Issuer"), a second class city of the State of Alaska, HEf..F;BY CERTIFY that on the
20th day of Odober, 2004, 1 caused to be delivered to ttvi Alaska Municipal Bond Bank the $905,000 City of Adak 2004 Bond Anticipation Note ddy executed by or on behalf of the City of
Adak, and that at the time of delivery of the i'dote, I received from the Alaska Municipal Bond Bank the amount of $905,000 being pay~nentin full for said Note. IN WITNESS 'NHERE X,
1 have hereunto set my hand this 20th day of Ocioher 2004. Steven Hines City Manager -REC EIPT OF NOTE The undersigned acknoriiedges receipt of the Ciiy of Adak, Alaska, 2004 Bond Anticipation
Note, in the principal amount of $905,000. DATED this 20th day of 3ctober 2004 ALASKA MUNICIPAL
Perluns Coie 1029 West Third Avenue,Suite joo Anchorage, AK 99501-1981 PHONE9: 0 7 2 7 9 . 8 5 6 1 FAX: 907.276.3108 ivivwperkir~rcoieroln October 20, 2004 Alaska Municipal Bond Bank
State Office Buildulg, 1 lth Floor 333 Willoughby Juneau, Alaska 998 1 1 Re: City of Adak Bond Anticipation Note Dear Ladies and Gentlemen: We are the duly appointed City Attorney of
the City of Adak, Alaska (the "Issuer"). This opinion is given in connection with the issuance of a $905,000 Bond Anticipation Note (the "BAN"). We understand that the BAN will be sold
to the Alaska Municipal Bond Bank pursuant to a Loan Agreement between the Alaska Municipal Bond Bank and the Issuer dated October 20, 2004 (the "Loan Agreement"). We are of the opinion
that: 1) The Issuer has taken all steps necessary to authorize the execution of the Loan Agreement and the BAN and no further actions need be taken for such authorization. The Loan Agreement
and the BAN, when executed, will be valid and enforceable against the Issuer in accordance with their terms. This opinion is subject, in respect of enforceability, to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors' rights generally from time to tune, to the application of equitable principles, and to
the exercise of judicial discretion. The execution and delivery of the Loan Agreement and the performance by the Issuer of the terms and conditions of the Loan Agreement, including the
issuance, sale and delivery of the BAN, do not and will not conflict with or constitute a breach of, or a default under, any existing law (including, without limitation, the Constitution
of the State of Alaska), any court or administrative regulation, decree or order, nor to our knowledge any agreement, indenture, mortgage, lease or other instrun~entto which the Issuer
is a party or is otherwise subject or bound. ANCilORAGC . IiClllNG . R E l L E V l J t IiOlSC . CIIICAGO DENVER HONG KONG LOS ANCELES MCNLO PAEK . OLYhlPlA -I ' H O E N I X PORTLAND
I A N FKANCISCO SEATTLE W A S H I N G T O N , O C Perkini Coie LLP and Affiliates
October 20, 2004 Page 2 2) To our knowledge, no litigation is pending or threatened against the Issuer in any court (i) to restrain or enjoin the sale or delivery of the BAN or of other
bonds or notes of the Issuer similar to the BAN; (ii) in any manner questioning the authority of the Issuer to issue, or the issuance, validity, or payment of principal of or interest
on, the BAN or such other bonds or notes; (iii) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the issuance of the BAN; (iv) affecting
the provisions made for the payment or security of the BAN; (v) which might in any material respect adversely affect the transactions contemplated in the Loan Agreement; or (vi) affecting
the corporate existence of the Issuer, or the titles of its officers to their respective offices. 3) Other than the litigation listed below, to our knowledge there is no other litigation
pending or threatened against the Issuer or involving the property or assets of or under control of the issuer, which, whether individually or in the aggregate, involves the possibility
of any judgment or uninsured liability which may result in any material change in the revenues properties or assets, or in the condition, financial or otherwise, of the Issuer. Litigation
pending regarding the Issuer's public utilities: Davison v. City of AdriR, A04-01 14 Civil (RRB). Mr. Davison, an individual, is clai~ningth at he entered into an implied-in-fact contract
with the City of Adak "to develop a power facility, giving [Davison] the exclusive rights to conform the power facility to public use and to operate the power facility thereafter for
the next ten years." Davison claims that he began performance and that the City breached the alleged contract. Davison also clauns a breach of implied covenant of good faith and fair
dealing in com~ectionw ith the alleged contract. Davison is requesting money damages in the amount of five million dollars, an award of his attorney fees and such other relief that the
court deems just and equitable. cc: Steve Hines, City Manager
ClTY OF ADAK No. R1 ALASKA BOND ANTICIPATION NOTE $905,000 THE ClTY OF ADAK, ALASKA, a second class city of the State of Alaska ("Adak"), hereby promises to pay to Alaska Municipal Bond
Bank from the sources stated herein, in lawful money of the United States of America, the principal sum of $905,000 together with accrued interest thereon. This Note shall bear interest
from October 20, 2004 at an annual rate equal to 1%. The principal of this Note, plus accrued interest, shall be due and payable on the date Adak issues it general obligation bonds pursuant
to Ordinance 03-2003-1 I, however in no event later than December 31,2004. This Note is issued pursuant to Resolution No. 2004-16 of the City for the purpose of raising funds to pay
a portion of the cost to acquire, plan, design, construct, improve and equip the small boat harbor facilities, and all things incidental thereto. Ordinance No. 03-2003-1 1 authorizes
the issuance of general obligation bonds in an aggregate plincipal amount not to exceed $1,500,000. The Note is a general obligation of Adak, and the full faith and credit of Adak are
pledged for payment of principal and interest on the note. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required by the constitution or statutesof the State
of Alaska and the Adak Municipal Code of Ordinances to exist, to have happened or to have been performed precedent to the issuance of this Note exist, have happened and have been performed
and that the Note. together with every other indebtedness of the City, are within every debt and other limit described by such constitution, statutes or ordinances. IN WITNESS WHEREOF,
THE ClTY OF ADAK, ALASKA, has caused this Note to be signed in its name and on its behalf by the signature of its City Manager and its corporate seal (or a facsimile thereof) to be hereunto
affixed, imprinted or otherwise reproduced and attested by the signature of its Clerk, all as of the 20th day of October, 2004. -& s x \ & k Steven Hines (SEAL) Citv Manaaer ATTEST:
City City Clerk My Comr~/s~;o~n/c & ~ ' C Sa n &//I 1, 6008 Page 1
JULIUS J. BRECHT CHERYL RAWLS BROOKING CYNTHIA L. CARTLEOGE SHELLEY 0. EBENAL ROBERTM.JOHNSON BRADLEY E. MEYEN KENNETH E. VASSAR ERIC E. WOHLFORTH TELEPHONE 907.276.6401 FACSIMILE 907.276.5093
WEBSITE WWW.WV]b.COm October 20, 2004 Mayor and City Council Members City of Adak P.O. Box 201 1 Adak, Alaska 99546 Board of Directors Alaska Municipal Bond Bank State Office Building,
11th Floor 333 Willoughby Juneau, Alaska 9981 1 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Adak (the "City"), a second class city
of the State of Alaska, of its $905,000 2004 Bond Anticipation Note (the "Note") pursuant to Resolution No. 2004-16 of the City adopted September 24,2004 ( the "Note Resolution"). We
have examined the law and such other materials as we deem necessary to render this opinion. The Note is registered in form, and is dated October 20,2004, and matures no later than December
31, 2004. Interest on the Note is payable at its maturity or earlier redemption. As to to questions of fact material to our opinion, we have relied upon statements of public officials
of Adak made to us, but we have not undertaken to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing law: 1. The City
is duly created and validly existing as a second class city of the State of Alaska with the power to adopt the Note Resolution, perform the agreements on its part contained therein and
issue the Note. I:\Docs\56740601\WVJB BAN opinion.wpd
Mayor and City Council City of Adak Board of Directors Alaska Municipal Bond Bank Re: Adak's 2004 Bond Anticipation Note; Our File No. 5674.0601 October 20, 2004 Page 2 2. The Note Resolution
has been duly adopted by the City and constitutes a valid and binding obligation of the City enforceable upon the City. 3. The Note has been duly authorized, executed and delivered by
the City and is a valid and binding general obligation of the City, payable from the general revenue of the City. 4. The interest on the Note is excluded from gross income for federal
income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken
into account in determining net adjusted book income or adjusted current earnings for the purpose of computing the alternative minimum taxable income of a corporation under Section 55
of the Internal Revenue Code of 1986 (the "Code") and the environmental tax on corporations under Section 59A of the Code. 5. The Note and the interest thereon are excluded from taxation
by the State of Alaska except for transfer, estate and inheritance taxes and except to the extent that inclusion of said interest in computing the corporate alternative minimum tax under
Section 55 of the Code, as described above, may affect the corresponding provisions of the State of Alaska corporate income tax. It is to be understood that the rights of the owner of
the Note and the enforceability of the Note and the Note Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
heretofore or hereafter enacted to the extent constitutionally applicable and that its enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Sincerely,
WOHLFORTH. VASSAR. I:\Docs\56740601\WVJB BAN opinion.wpd
IRS Form 8038-G