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CERTIFICATE
ALASKA MUNICIPAL BOND BANK
$80,435,000 GENERAL OBLIGATION AND REFUNDING BONDS
2016 SERIES THREE
AND
$29,400,000 GENERAL OBLIGATION AND REFUNDING BONDS
2016 SERIES FOUR
I, DEVEN J. MITCHELL, Executive Director of the Alaska Municipal Bond Bank (the
"Bank"), HEREBY CERTIFY that the attached copy of the General Obligation Bond Resolution
adopted by the Board of Directors of the Bank (the "Board") on July 13, 2005, as amended by
Resolution No. 2009-03, adopted by the Board on May 28, 2009 and effective as of August 19,
2009 and as further amended by Resolution No. 2013-02, adopted by the Board on February 19,
2013 (as so amended, the "General Bond Resolution"), is a true and correct copy of the General
Bond Resolution and that the General Bond Resolution has not been further amended,
superseded or repealed and is in full force and effect as of the date hereof.
The amendments approved by the Board in Resolution No. 2013-02 will be effective
beginning on the date (1) all bonds outstanding under the terms of the General Bond Resolution
as of February 19, 2013 cease to be outstanding and (2) the other conditions set forth in Section
203 of Resolution No. 2013-02 are satisfied.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of November 2016.
1 J. MITCH
ye Director
[.
Adopted July 13, 2005
[Tifis PAGE INTENTIONALLY LEFT BLANK]
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 101 -Authority for This Resolution . I
Section 102 - Resolution Constitutes Contracti
Section 103 - Definitions ................1
ARTICLE U
AUTHORIZATION AND ISSUANCE OF
BONDS
Section 201 - Authorization of Bonds and
Interest Rate Exchange Agreements .... $
Section 202 Issuance and Delivery of
Bonds............................9
Section 203 Provisions for Issuance of
Bonds............................9
Section 204.. Provisions for Refunding
Bonds...........................10
ARTICLE III
GENERAL TERMS AND PROVISIONS OF
BONDS
Section 301 - Description of Bonds;
Payment .........................11
Section 302 - Legends ................12
Section 303 - Execution and Authentication 12
Section 304- Interchangeability of Bonds . 12
Section 305 - Negotiability Transfer and
Registry ..........................13
Section 306- Regulations with Respect
to Exchanges and Transfers ..........13
Section 307- Bonds Mutilated, Destroyed,
Stolen or Lost .....................13
Section 308- Preparation of Definitive Bonds;
Temporary Bonds ..................14
ARTICLE IV
REDEMPTION OF BONDS
Section 401 - Redemption Provisions .... 14
Section 402- Notice of Redemption ......15
Section 403 - Partially Redeemed Fully
Registered Bonds ..................16
ARTICLE V
CUSTODY AND APPLICATION OF CERTAIN
PROCEEDS OF BONDS
Section 501 - Application of Certain
Proceeds .........................16
ALASKA MUNICIPAL BOND 8ArJK
Table of Contents
Section 502-Loans ..................18
Section 503 - Retention and Inspection of
Documents .......................11
ARTICLE VI
ESTABLISHMENT OF FUNDS AND
ACCOUNTS AND APPLICATION THEREOF
Section 601 - Pledge .................17
Section 602 - Establishment of Funds and
Accounts.........................17
Section 603 - Reserve Fund ............18
Section 604 - Interest Account, Principal
Account and Redemption Account .....19
Section 605 - Rebate Fund ............20
Section 606 - Operating Fund ..........21
Section 607 - Reduction of Required Debt
Service Reserve ...................22
Section 608 -Trustees Maintenance of Records
on Payment of Bonds ...............22
Section 609 - Obtaining Credit Enhancements
and Interest Rate Exchange Agreements 22
Section 6 10 - Creation of Additional Funds,
Accounts and Subaccourits; Separate
Credit Enhancement Funds; Pledge with
Respect to Credit Enhancements and Interest
Rate Exchange Agreements ..........22
ARTICLE VII
SECURITY FOR DEPOSITS AND
INVESTMENT OF FUNDS
Section 701 - Security for Deposits ......23
Section 702- Investment of Funds and
Accounts Held by the Trustee .........23
Section 703- Liability of Trustee for
Investments .......................24
ARTICLE VIII
THE TRUSTEE AND THE PAYING AGENT4
Section 801 - Appointment and Acceptance
of Duties of Trustee .................24
Section 802- Appointment and Acceptance
of Duties Of Paying Agents ...........24
Section 803- Responsibilities of Fiduciaries 24
Section 804 - Evidence on Which Fiduciaries
May Act .........................25
Section 805 - Compensation ...........26
Section 806 - Permitted Acts and Functions 26
Section 807 - Resignation of Trustee .....28
Section 808- Removal of Trustee .......26
Section 809 - Appointment of Successor
Trustee ..........................26
Po I
Section 810 -Transfer of Rights and Property
to Successor Trustee ...............27
Section 511 - Merger or Consolidation .. 27
Section 812- Resignation or Removal of the
Paying Agents and Appointment
of Successors .....................27
Section 813 Evidence of Signatures of
Bondholders and Ownership of Bonds .. 27
ARTICLE IX
COVENANTS OF THE BANK
Section 901 - Payment of Bonds ........ 28
Section 902- Extension of Payment
ofBonds .........................28
Section 903- Offices for Servicing Bonds 29
Section 004- Further Assurances .......29
Section 905 - Power to issue Bonds and
Make Pledges .....................29
Section 906 - General Covenants of
the Bank ........................ 29
Section 907 -Accounts and Reports .....30
Section 908- Personnel and Servicing of
Programs .........................30
Section 909 - Waiver of Laws ...........30
Section 910-Fees and Charges ........31
Section 911 - Administration of Reserve
Fund ............................31
Section 912-Issuance of Additional
Obligations .......................31
Section 913 - Loan Agreement Provisions . 32
Section 914- Modification of Loan
Agreement Terms .................. 33
Section 915- Sale of Municipal Bonds
by Bank ..........................33
Section 916- Disposition of the Proceeds of
Sale or Redemption of Municipal Bonds . 33
Section 917- Enforcement of Municipal
Bonds ...........................34
ARTICLE
SERIES RESOLUTION AND
SUPPLEMENTAL RESOLUTIONS
Section 1001 - Modification and Amendment
without Consent ...................34
Section 1002- Supplemental Resolutions
Effective with Consent of Bondholders .. 35
Section 1003 - General Provisions Relating to
Series Resolutions and Supplemental
Resolutions .......................35
ALASKA MUNICIPAL 80110 BANK
Table of contents
ARTICLE XI
AMENDMENTS
Sedtion 1101 - Powers of Amendment..., 36
Section 1102- Consent of Bondholders... 36
Section 1103- Modifications by Unanimous
Consent...........................37
Section 1104- Mailing and Publication ... 37
Section 1105 - Exclusion of Bonds ........37
Section 1106 - Notation on Bonds .......37
ARTICLE XII
DEFAULTS AND REMEDIES
Section 1201 -Trustee to Exercise Powers of
Statutory Trustee ...................38
Section 1202- Events of Default ........38
Section 1203- Remedies ..............38
Section 1204- Priority of Payments After
Default ...........................39
Section 1205 -Termination of Proceedings 40
Section 1206 - Bondholders' Direction of
Proceedings ......................40
Section 1207 - Limitation on Rights of
Bondholders ......................40
Section 1208- Possession of Bonds by Trustee
Not Required .......................41
Section 1209 - Remedies Not Exclusive .. 41
Section 1210- No Waiver of Default .....41
Section 1211 - Notice of Event of Default , 41
ARTICLE XIII
DEFEASANCE
Section 1301 - Defeasance ............42
ARTICLE XIV
MISCELLANEOUS
Section 1401 - Preservation and Inspection of
Documents .......................43
Section 1402- Parties of Interest ........43
Section 1403- No Recourse Under Resolution
or on Bonds .......................43
Section 1404 - Severability .............43
Section 1405- Headings ..............44
Section 1406 - Conflict ................44
Section 1407 - Governing Law ..........44
Section 1408 - Effective Date ...........44
Pago
GENERAL OBLIGATION BOND
RESOLUTION
A RESOLUTION CREATING AND
ESTABLISHING AN ISSUE OF BONDS OF
THE ALASKA MUNICIPAL BOND BANK;
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.
BE IT RESOLVED by the Board of
Directors of the Alaska Municipal Bond Bank 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 the Bonds by those who shall
hold the same from time to time, the provisions
of this Resolution shall be a part of the contract
of the Bank with the Holders of Bonds and shall
be deemed to be and shall constitute a contract
between the Bank, the Trustee and the Holders
from time to time of the Bonds. The pledge
hereof and the provisions, covenants and
agreements herein set forth to be performed by
or on behalf of the Bank shall be for the benefit,
protection and security of the Holders of any and
all of such Bonds. Each Bond, Credit
Enhancement facility, and Interest Rate
Exchange Agreement, regardless of the time or
times of its issue or maturity, shall be of equal
rank without preference, priority or distinction
over any other Bond, Credit Enhancement
facility, or Interest Rate Exchange Agreement
except as expressly provided in 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 by an independent certified
public accountant or a firm of independent
certified public accountants selected by the
Bank.
'Accreted Amount' shall mean, with
respect to Capital Appreciation of Bonds of any
Series and as of the date of calculation, the
amount established* pursuant to the Series
Resolution authorizing such Capital Appreciation
Bonds as the amount representing the initial
public offering price, plus the accumulated and
compounded principal and interest on such
Bonds,
"Act' shall mean the Alaska Municipal
Bond Bank Authority Act, constituting Chapter
85, Title 44, of the Alaska Statutes, as amended
to the date of adoption of this Resolution.
'Administrative Expenses' shall mean
the Bank'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
Bank under the provisions of the Act or this
Resolution or otherwise.
"Aggregate Debt Service" far 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.
"Annual Debt Service" shall mean the
total amount of Debt Service for any Outstanding
Bonds in any Fiscal Year.
"Authorized Denominations' with
respect to any Series of Bonds issued
hereunder, has the meaning specified in the
related Series Resolution.
"Authorized Officer" shall mean the
Chairman, Vice Chairman, Executive Secretary,
or Executive Director of the Bank and any other
director, officer or employee of the Bank
authorized by resolution of the Bank to perform
such act or discharge such debt.
'nJ" shall mean the Alaska Municipal
Bond Bank, 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 Bank.
"Beneficial Owner" shall mean the
person in whose name a Bond is recorded as
the beneficial owner of such Bond by the
respective systems of DTC and the DTC
Participants or the Holder of the Bond if the
Bond is not then held in book-entry form.
"2n" or "gfl' shalt mean any
Alaska Municipal Bond Bank Bond or Bonds, or
Alaska Municipal Bond Bank Authority Bond or
Bonds, as the case may be, authenticated and
delivered under this Resolution pursuant to a
Series Resolution.
"Bondholder" or 'Holder" or words of
similar import, when used with reference to a
Bond or Bonds, shall mean any person who
shall be the registered owner of any Outstanding
Bond or Bonds issued in fully registered form or
the bearer of any Bond or Bonds issued in
bearer form or registered to bearer. When all
Bonds of a Series are held by a securities
depository, 'Bondholder' or"Holcler" shall mean
the beneficial owner of the Series in question
determined under the rules of that securities
depository; otherwise "Bondholder" or "Holder"
means owner of record on the bond register
maintained by the Paying Agent. To the extent
that the full payment of the interest on and
principal of Bonds of a Series is secured by
Credit Enhancement, the Credit Enhancement
Agency shall be considered to be the
"Bondholder" or 'Holder' of all the Bonds of that
Series for purposes of exercising any rights with
respeotto supplements and amendments to this
Resolution if the Credit Enhancement
Agreement so provides.
'Bond Year" shall mean each one-year
period that ends on an anniversary of the date of
Issue of the Bonds.
"Book-Entry System" shall mean the
system in which the Bonds (represented by one
Bond certificate for each maturity of the Bonds)
are delivered into the possession of DTC and
are issued and fully-registered as to principal
and interest in the name of Cede & Co., and
whereby beneficial interests in the Bonds are
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13/05
purchased by investors through DTC
Participants, such interests shown and transfers
thereof effected only through the records
maintained by the respective DTC Participants
from whom each such Investor acquired such
beneficial interest.
'Business Day" shall mean any day
other than a Saturday or Sunday or any other
day on which banks in New York, Alaska, or the
state or states in which any Trustee appointed
hereunder performs its duties hereunder are
authorized or required to be closed or are
closed.
"Capital Arrnreciation Bonds" shall mean
Bonds, the interest on which (a) is compounded
and accumulated at the rates and on the dates
set forth in the Series Resolution authorizing the
issuance of such Bonds and designating them
as Capital Appreciation Bonds, and (b) is
payable upon maturity or redemption of such
Bonds.
"Continuing Disclosure Certificate" shall
mean, for each Series, the continuing disclosure
certificate executed by the Bank for the purpose
of satisfying the continuing disclosure
requirements of Rule 15c2-12 of the Securities
and Exchange Commission with respect to such
Series, as such continuing disclosure certificate
Is originally executed and as it may be amended
from time to time in accordance with its terms.
"Counsel's Opinion" shall mean an
opinion signed by an attorney or firm of
attorneys of nationally recognized standing in
the field of law relating to state and municipal
financing (who may be counsel to the Bank)
selected by the Bank and acceptable to the
Trustee.
"Credit Enhancement' shall mean a
letter of credit, a line of credit, a credit facility, a
surety bond, bond insurance, or any other
instrument or arrangement obtained in
connection with the issuance of a Series of
Bonds to further secure the payment of the
Bonds of such Series or to satisfy the Reserve
Fund Requirement.
"Credit Enhancement Agency" shall
mean any bank or other institution that provides
Credit Enhancement,
Page 2
"Current Interest Bonds' shall mean
Bonds not constituting Capital Appreciation
Bonds. interest on Current interest Bonds shall
be payable periodically on the Interest Payment
Dates provided therefor in a Series Resolution,
"Debt Service" shall mean for any Series
of Bonds Outstanding, an amount equal to the
sum of (a) all interest payable during such period
of calculation, plus (b) the Principal Installments,
if any, payebleduring such period of calculation
on such Series of Bonds,
"Executive Director" shall mean the
Executive Director or Acting Executive Director
of the Bank,
"Fees and Charges" shall mean all fees
and charges authorized to be charged by the
Bank pursuant to section 44.85,080(8), (15) and
(16) of the Act and charged by the Bank to
Governmental Units pursuant to the terms and
provisions 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 or such other date as Is
authorized by statute and/or selected by the
Bank,
'fj" shall mean Fitch Ratings,
organized and existing under the laws of the
State of Delaware, its successors and their
assigns, and, if such organization shall be
dissolved orliquidated or shall no longer perform
the functions of a securities rating agency,
"Fitch" shall be deemed to refer to any other
nationally recognized securities rating agency
(other than Standard & Poor's or Moody's)
designated by the Authorized Officer.
"Government Obliflationg" shall mean
direct obligations of, or obligations of the
payment of and interest on which are
unconditionally guaranteed by, the United States
of America,
"Governmental Unit" shall mean a
municipality or such other entity of which the
ALASKA MUNICIPAL BOND SANK
General Obligation Bond Resolution/Created 711$/05
Bank is authorized by law to purchase its
revenue bonds, general obligation bonds, notes,
or other forms of indebtedness and which
otherwise satisfies conditions found herein and
in the Loan Agreement,
"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;
"Interest Account" shall mean the
account by that name established by Section
602.
"Interest Payment Dat&' shall mean any
date upon which interest on any Bonds is
payable in accordance with the terms thereof,
"Interest Rate Exchange Agreement"
shall mean an agreement entered into by the
Bank or the Trustee, on behalf of the Bank,
providing for an Interest rate cap, floor or swap
with respect to any Bonds or Municipal Bonds.
"Investment Securities" shall mean the
following to the extent permitted by the Act and
the laws of the State of Alaska:
(1) Governmental Obligations;
(2) Bonds debentures, notes or
other evidence of indebtedness Issued or
guaranteed by any of the following federal
agencies and provided such obligations are
backed by the full faith and credit of the United
States of America (stripped securities are only
permitted if they have been stripped by the
agency itself);
(a) Farmers Home
Administration ("FmHA") Certificates of
Ownership;
(b) Federal Housing
Administration ('FHA") Debentures;
(c) General Services
Administration Participation certificates;
3
(d) Government National
Mortgage Association ("GNMA" or
"Ginnie Mae") GNMA-guaranteed
mortgage-backed bonds or GNMA-
guaranteed pass-through obligations
(participation certificates);
(e) United States Maritime
Administration Guaranteed Title XI
financing;
(f) United States
Department of Housing and Urban
Development ("HUD") Project Notes
Local Authority Bonds;
(3) Bonds, debentures, notes or
other evidence of indebtedness issued or
guaranteed by any of the following government
agencies (stripped securities are only permitted
if they have been stripped by the agency itself);
(a) Federal Home Loan
Bank System. Senior debt obligations
(Consolidated d.ebt obligations);
(b) Federal Home Loan
Mortgage Corporation. ("F}-ILMC" or
"Freddie Mac") rated MA by Standard
& Poor's and Aaa by Moody's
Participation Certificates
(Mortgage-backed securities) Senior
debt obligations;
(c) Federal National
Mortgage Association. ("FNMA" or
"Fannie Mae") rated AAA by Standard &
Poor's and Aaa by Moody's
Mortgage-backed securities and senior
debt obligations (excluded are stripped
mortgage securities which are valued
greater than par on the portion of
unpaid principal);
(d) Student Loan Market
Association ("SLMA" or "Sallie Mae")
Senior debt obligations;
(a) Resolution Funding
Corp. ("REFCORP") Only the interest
component of REFCORP strips which
have been stripped by request of the
Federal Reserve Bank of New York in
book-entry form are acceptable; and
ALASKA MUNICIPAL 80N0 BANK
General Obligation Bond ResolutIon/Created 7/13/05
(f) Farm Credit System.
Consolidated systemwide bonds,
(4) Money marketfunds registered
under the Federal Investment Company Act of
1940, whose shares are registered under the
Federal Securities Act of 1933, and having a
rating by S&P of "AAAm-G," "AAAm" or "Mm"
or by Moody's of "Aaa" including funds from
which the Trustee or its affiliates receive fees for
investment advisory or other services to such
fund;
(5) Certificates of Deposit ("CD")
secured at all times by collateral described in (a)
and/or (b) above. CD's must have a one-year or
less maturity. Such certificates must be issued
by commercial banks, savings and loan
associations or mutual savings banks whose
short-term obligations are rated "A-l+" or better
by S&P, and "Prime-I" or better by Moody's,
The collateral must be held by a third party and
the third party must have a perfected first
security Interest in the collateral;
(6) Certificates of deposit, savings
accounts, deposit accounts or money market
deposits which are fully Insured by the Federal
Deposit Insurance Corporation ("FDIC"),
Including Bank Insurance Fund ('BIF") and
Savings Association Insurance Fund ("SAW");
(7) Commercial paper rated
"Prime-I" by Moody's and "A-I+' or better by
S&P and which matures not more than 210 days
after the date of purchase;
(8) Bonds or notes Issued by any
state or municipality which are rated by Moody's
and S&P In the highest long-term rating category
assigned by such agencies;
(9) Federal funds or bankers
acceptances with a maximum term of one year
of any bank which has an unsecured, uninsured
and unguaranteed obligation rating of "Prime-I"
by Moody's and "A-l+" by S&P;
(10) Repurchase agreements providing
for the transfer of securities from a dealer bank
or securities firm (seller/borrower) to a municipal
entity (buyer/lender), and the transfer of cash
from a municipal entity to the dealer bank or
securities firm with an agreement that the dealer
Pogo
bank or securities firm will repay the cash plus a
yield to the municipal entity In exchange for the
securities ate specified date; provided, however,
that the repurchase agreement must satisfy
certain criteria articulated in writing to the Bank
by the Rating Agencies and such agreement
must be approved in writing prior to its
acquisition by each bond insurer then insuring
any Series of Bonds; and
(11) Investment contracts with
providers the long term, unsecured debt
obligations of which are rated at Least "Aaa" by
the Rating Agencies.
"j" shall mean a loan heretofore or
hereafter made by the Bank to a Governmental
Unit pursuant to the Act and more particularly
described in the applicable Series Resolution,
'Loan Agreement" shall mean an
agreement, and any amendments thereto,
heretofore or hereafter entered Into between the
Sank and a Governmental Unit setting forth the
terms and conditions of a Loan
"Loan Obligation" shall mean that
amount of Bonds and the Bonds themselves
Issued by the Bank for the purchase of Municipal
Bonds of a Governmental Unit.
"Maximum Annual Debt Service" shall
mean, with respect to any Outstanding Series of
Bonds, the highest remaining Annual Debt
Service for such Series of Bonds.
'Moody's" shall mean Moody's Investors
Service, Inc., a corporation duly organized and
existing under and by virtue of the laws of the
State of Delaware, and its successors and
assigns, except that if such corporation shall be
dissolved orliquidated orshall no longer perform
the functions of a securities rating agency, then
the term "Moody's" shall be deemed to refer to
any other nationally recognized securities rating
agency (other than Fitch or Standard & Poor's)
designated by the Authorized Officer.
"Municipal Bonds" shall mean general
obligation bonds, revenue 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
ALASKA MUNICIPAL BOND BANK
General obligation Bond RasolulloniC routed 7113/05
acquired by the Bank as evidence of a Loan to
the Governmental Unit pursuant to the Act.
"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 Bank which represents
the interest due or to become due on the
Governmental Unit's Municipal Bonds.
"Municipal Bonds Payment' shall mean
the amounts paid or required to be paid, from
time to time, for principal and interest by a
Governmental Unit to the Bank on the
Governmental Unit's Municipal Bonds.
"Municipal Bonds Principal Payment'
shall mean that portion of a Municipal Bonds
Payment made or required to be made by a
Governmental Unittothe Bankwhich 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 Bank other than
Bonds.
"Operating Fund" shall moan 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,
all Bonds theretofore or thereupon being
authenticated and delivered under this
Resolution except:
(1) Any Bonds canceled by the
Bank or the Trustee at or prior to such date;
(2) Bonds for the transfer or
exchange of or In lieu of or in substitution for
which other Bonds shall have been
authenticated and delivered pursuant to this
Resolution; and
(3) Bonds deemed to have been
paid as provided in subsection (B) of
Section 1301.
"Paying Agent" for the Bonds of any
Series shall mean the bank or trust company
and its successor or successors, which may
include the Trustee, designated by the Bank as
Pa9a5
Paying Agent pursuant to the provisions of this
Resolution and a Series Resolution or any other
resolution of the Bank adopted prior to
authentication and delivery of Bonds for which
such Paying Agent or Paying Agents shall be so
appointed.
"Principal shalt mean the
account by that name established by Section
602.
"Principal Installment' shall mean, as of
any date of calculation and with respect to the
Outstanding Bonds of any Series, (i) the
principal amount of such Bonds which are due
on a certain future date, reduced by the
aggregate principal amountof such Bonds which
would be retired by reason of the pay ment when
due and application in accordance with this
Resolution of Sinking Fund Payments payable
before such future date for the retirement of
such Bonds or (ii) the unsatisfied balance of any
Sinking Fund Payment due on a certain future
date for such Bonds, plus the aggregate amount
of the premiums, if any, which would be
applicable on such future date upon the
redemption of such Bonds by application of such
Sinking Fund Payments in a principal amount
equal to said unsatisfied balance or.(iii) if such
future dates coincide as to different Bonds of
such Series, the sum of such principal amount of
Bonds, unsatisfied balance and applicable
premiums, if any or (Iv) for any particular Series
of Bonds the amount specified in the
Supplemental Resolution authorizing such
Series of Bonds.
"Put Bond" shall mean any Bond that Is
part of a Series of Bonds subject to mandatory
purchase by the Bank, its agent or a third party
from the Owner of the Bond pursuant to
provisions of the Series Resolution authorizing
the issuance'of the Bond.
"Rating Agencies" shall mean Moody's,
Standard & Poor's and Fitch or their respective
successors and assigns and/or such other
securities rating agency selected by the Bank'to
provide a rating with respect to a Series of
Bonds, or any portion thereof, which Rating
Agency, as of the applicable date, shall have
assigned a rating to any Series of Bonds or any
portion thereof.
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolutlo n/Created 7/13/05
"Rebate Calculation Date" shall mean,
with respect to each Series of Bonds, the
Interest payment date next preceding the fifth
anniversary of the issue date of such Series of
Bonds, each fifth anniversary of the initial
Rebate Calculation Date for such Series of
Bonds, and the date of retirement of the last
bond for such Series.
"Rebate Fund" shall mean the fund by
that name established by Section 602.
"Rebate Requirement' shall mean the
amount of arbitrage profits earned from the
Investment of gross proceeds of the Bonds in
nonpurpose investments described in Section
148(f)(2) of the Code and defined as "Rebate
Amount" in Section 1.148-3 of the Treasury
Regulations, which are payable to the United
States at the times and lathe amounts specified
in Section 148(D)(3) of the Code and Section
1,148-3 of the Treasury Regulations.
"Record Date" shall have the meaning
set forth in the Series Resolution authorizing the
particular Series of Bonds.
"Redemption Account,' shall mean the
account by that name established by Section
602.
"Redemption Price" shall mean, with
respect to any Bond, the principal amount
thereof, plus the applicable premium, of any,
payable upon redemption thereofpursuantto the
provisions of such Bond, this Resolution and the
Series Resolution pursuant to which the same
was issued.
"Refunding Bonds" shall mean all
Bonds, whether issued in one or more series,
authenticated and delivered on original issuance
for the purpose of refunding Bonds or other
obligations of the Bank and all Bonds thereafter
authenticated and delivered upon the transfer or
exchange of or in lieu of or in substitution for
such Bond pursuant to this Resolution.
"Reular Record Date" shall mean,
unless otherwise provided in a Series
Resolution, with respect to the Bonds, the
fifteenth (15th) day immediately preceding each
Interest Payment Date (or the Business Day
Immediately preceding such fifteenth (15th) day,
Po6
If such fifteenth (15th) day is not a Business
Day).
"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
Reserve Fund Requirement.
'Reserve Fund" shall mean the 2005
General Obligation Bond Resolution Reserve
Account established by Section 602 within the
Alaska Municipal Bond Bank Reserve Fund
created by Section 44.85.270 of the Act.
'Reserve Fund Obligations" shall mean
the amount of Bonds issued by the Bank to
obtain funds deposited in the Reserve Fund.
'Reserve Fund Reguiremenr shall
mean the least of (I) Maximum Annual Debt
Service with respect to all Bonds Outstanding;
(ii) 125% of Average Annual Debt Service with
respect to all Bonds Outstanding; (iii) 10% of the
initial principal amount of each Series of Bonds
then Outstanding, or (iv) such lower amount as
may be required by law. The Reserve Fund
Requirement may be satisfied entirely, or In part,
by Credit Enhancement as provided for herein;
provided, however, any Credit Enhancement
satisfying all or any part of the Reserve Fund
Requirement after the Initial issuance of Bonds
or Issued in substitution for any prior Credit
Enhancement previously issued shall not, by
itself, cause a withdrawal or a downward
revision of the ratings maintained by any Rating
Agency with respect to the Bonds,
'Resolution" shall mean this General
Obligation Bond Resolution as from time to time
amended or supplemented by Supplemental
Resolutions or Series Resolutions in accordance
with the terms and provisions hereof.
"Security Instrument" shall mean an
instrument or other device issued by a Security
Instrument Issuer to pay, or to provide security
or liquidity for, a Series of Bonds. The term
"Security Instrument" includes, by way of
example and not of limitation, letters of credit,
bond insurance policies, standby bond purchase
agreements, lines of credit and other security
instruments and credit enhancement or liquidity
devices; provided, however, that no such device
ALASKA MUNICIPAL BOND DANK
General Obligation Bond ResolutioWCreated 7113/05
or instrument shall be a "Security Instrument" for
purposes of this Resolution unless specifically
so designated in a Series Resolution authorizing
the use of such device or instrument.
"Security Instrument Agreement" shalt
mean any agreement entered into by the Bank
and a Security Instrument Issuer pursuant to a
Series Resolution and/or the applicable portions
of a Series Resolution providing for the issuance
by such Security Instrument Issuer of a Security
Instrument.
"Security, Instrument Costs" shall mean,
with respect to any Security Instrument, all fees;
premiums, expenses and similar costs, other
than Security Instrument Repayment
Obligations, required to be paid to a'Security
Instrument issuer pursuant to a Security
Instrument Agreement or the Series Resolution
authorizing the use of such Security Instrument.
Such Security Instrument Agreement or Series
Resolution shall specify any fees, premiums,
expenses and costs constituting Security
Instrument Costs
"Security Instrument Issue shall mean
any bank or other financial Institution, Insurance
company, surety company or other institution
issuing a Security Instrument.
"Security, Instrument Repayment
Obligations" shall mean, as of any date of
calculation and with respect to any Security
Instrument Agreement, any outstanding amounts
payable by the Bank under the Security
Instrument Agreement or the Series Resolution
authorizing the use of such Security Instrument
to repay the Security Instrument Issuer for
payments previously or concurrently made by
the Security Instrument Issuer pursuant to a
Security Instrument, There shall not be included
in the calculation of the amount of Security
Instrument Repayment Obligations any Security.
Instrument Costs. Each Security Instrument
Agreement or the Series Resolution authorizing
the use of such Security Instrument shall specify
any amounts payable under it which, when
outstanding, shall constitute Security Instrument
Repayment Obligations and shall specify the
portions of any such amounts that are allocable
as principal of and as interest on such Security
Instrument Repayment Obligations.
Page 7
'Series of Bona' 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 Bank authorizing the issuance
of a Series of Bonds in accordance with the
terms and provisions hereof and adopted in
accordance with Article X.
"Sinking Fund Installment" shall mean,
as of any particular date of calculation and with
respect to the Outstanding Bonds of any Series,
the amount required to be paid at all events by
the Bank 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 Bank by reason only of
the maturity of a Bond.
"Standard & Poor's" shall mean
Standard & Poor's Ratings Services, a Division
of The McGraw-Hill Companies, Inc., and its
successors and assigns, except that if such
corporation or division shall be dissolved or
liquidated or shall no longer perform the
functions of a securities rating agency, then the
term "Standard & Poor's" shall be deemed to
refer to any ether nationally recognized
securities rating agency (other than Moody's or
Fitch) designated by the Authorized Officer.
shall mean the State of Alaska.
'i4PIemental Resolution" shall mean
a resolution supplemental to or amendatory of
this Resolution, (other than a Series Resolution)
adopted by the Bank in accordance with Article
X.
"Trustee ' shall mean the bank or trust
company appointed pursuant to Section 601 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.
"Variable Rate Bonds" shall mean, as of
any date of calculation, Bonds the terms of
which on such date of calculation are such that
interest thereon for any future period of time is
expressed to be calculated at a rate which is not
susceptible to a precise determination.
ALASKA MU!VIC!PAL BOND BANK
General ObligaUon Bond P.eso1uUon/Creaed 7/13/05
Words of the masculine gender shall be
deemed and construed to include 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'hereb,"
"jn" "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
and Interest Rate Echange Agreements. (A)
Bonds are hereby authorized for issuance
hereunder by the Bank, The Bonds may be
issued in one or more Series pursuant to one or
more Series Resolutions which shall state the
purpose or purpdses for which each Series of
Bonds is being issued as hereinafter provided
without limitation as to amount except as
provided in this Resolution or as may be limited
by law. Interest Rate Exchange Agreements
may only be executed and deliveredby the Bank
in connectioi with the issuance and delivery of
a Series of Bonds hereunder or in connection
with the renewal, substitution or extension of an
Interest Rate Exchange Agreement.
(B) 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 Price of, interest on and Sinking
Fund Installments for, all of the Bonds Issued
pursuant to this Resolution. The Bonds shall be
general obligations of the Bank payable as to
principal or Redemption Price of, interest on,
and Sinking Fund Installments for the Bonds
solely from the sources provided in this
Resolution and any Series Resolution. 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
Bank is obligated to pay the principal or
Redemption Price, if any, of the Bonds and the
Pge8
interest thereon only from revenues or funds of
the Bank and that the State is not obligated to
pay such principal or Redemption Price, if any,
or Interest and that neither the 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.
Section 202 Issuance and Delivery of
Boncta. After their authorization by a Series
Resolution, Bonds of a Series may be executed
by or on behalf of the Bank and delivered to the
Trustee for authentication and, upon compliance
by the Bank with the requirements, if any, set
forth in such Series Resolution and with the
requirements of Section 203 or, in the case of
Refunding Bonds, Section 204, the Trustee shall
thereupon authenticate and deliver such Bonds
to or upon the order of the Bank.
Section 203- Provisions for Issuance of
(A) The issuance of the Bonds shall be
authorized by a Series Resolution or Series
Resgiutlons of the Bank 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 General
Obligation Bonds," contain such further
appropriate particular designations added to
such title and the appropriate Series designation
as the Bank may determine in such Series
Resolution. Each Bond shall bear upon its face
the designations so determined for the Series to
which it belongs.
(B) Each Series Resolution authorizing
the issuance of a Series of Bonds shall 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 Reserve Fund, (Iii) the funding of Notes
theretofore issued by the Bank for any purposes
for which Bonds may have been-issued, (iv) the
refunding of Bonds and related purposes, as
provided in Section 204, and (v) any other
purpose authorized by law;
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13/05
(3) The date and the maturity date or
dates and amounts of each maturity of the
Bonds of said Series or the method of
determining the same;
(4) (I) The Interest rate or rates (If any)
or maximum Interest rate of the Bonds of such
Series, or the method of determining such rate
or-rates (which may be determinable at one or
more specified times set forth in the Series
Resolution, which may accrete or compound
with such frequencies orin such manner as shall
be specified in such Series Resolution and
which shall be as otherwise specified in the
Series Resolution), and the Interest Payment
Dates and Record Dates therefor and (ii) a
manner of calculating 'accreted value or
compounded principal value during all or any
part of the term of the Series of Bonds being
authorized, if Interest is not payable currently
and the Bank determines that It is necessary or
appropriate;
(5) The denomination ordenominations
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 unless
otherwise provided in the Series Resolution
authorizing the issuance of such Bonds;
(6) The Paying Agent or Paying Agents
and the place or places of payment of the
principal and Redemption Price, if any, of and
interest on the Bonds of such Series or the
manner of appointing and designating the same;
(7) The Redemption Price or Prices, if
any, and, subject to the provisions of Article IV,
the redemption terms for the Bonds of such
Series or the method of determining the same;
(8) The amount and due date of each
Sinking Fund installment, if any, for Bonds of like
maturity of such Series, or the method of
determining such Sinking Fund Installment;
(9) The form or forms of the Bonds of
such Series and of the Trustee's certificate of
authentication;
Page 9
(10) The manner of execution of the
Bonds of such Series;
(11) If, at the time of issuance of the
Bonds of such Series, an Interest Rate
Exchange Agreement will apply to such Bonds
or such Bonds are to be secured by Credit
Enhancement, the form of Credit Enhancement
or Interest Rate Exchange Agreement to be
obtained, the identity of the Credit Enhancement
Agency or of the counterparty to the Interest
Rate Exchange Agreement, and the substantial
form of the significant documents relating to the
Credit Enhancement or Interest Rate Exchange
Agreement;
(12) If Bonds of such Series are to
contain any tender or put options or the like,
whether such Bonds are to be remarketed and,
if so, the identity of any remarketing .agent and
the substantial farm of any remarketing
agreement relating to such Bonds; and
(13) Any other provisions deemed
advisable by the Bank, 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, and numbers and
letters.
(C) All (but not less than alt) the Bonds
of each Series shall be executed by the Bank for
Issuance under the Resolution and delivered to
the Trustee and thereupon shall be
authenticated by the Trustee and by it delivered
to the Bank or to such other party as may be
specified In a written order of the Bank, but only
upon the receipt by the Trustee of:
(I) A Counsel's Opinion to the effect
that (I) the Bank has the right and power to
execute and deliver this Resolution and the
Series Resolution authorizing such Series under
the Act as amended to the date of such Opinion;
(II) this Resolution and such Series Resolution
has been duly and lawfully executed and
delivered by the Bank, is in full force and effect
and is valid and binding upon the Bank and
enforceable in accordance with its terms
(subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization,
insolvency, moratorium, or other laws affecting
ALASKA MUNICIPAL BOND BANK
General Obligation Bond ResolulionlCreated 7/13/05
creditors' rights generally from time to time in
effect); (iii) this Resolution and such Series
Resolution creates the valid pledge and
assignment which it purports to create of the
Municipal Bonds, subject to the application
thereof to the purposes and on the conditions
permitted by this Resolution; (iv) the Bonds of
such Series are valid and binding general
obligations of the Bank, enforceable in
accordance with their terms and the terms of this
Resolution and such Series Resolution; and (v)
the Bonds of such Series have been duly and
validly authorized and Issued in accordance with
the constitution and statutes of the State,
including the Act as amended to the date of such
Opinion, and in accordance with this Resolution;
(2) A written order as to the delivery of
such Bonds, signed by an Authorized Officer;
(3) Either an original of the Series
Resolution authorizing such Series or a copy
thereof certified by an Authorized Officer;
(4) Except in the case of Refunding
Bonds, 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
Resolution;
(5) Such further documents moneys
and securities as are required by the provisions
of this Section 203, and Section 204, or Article
X, or any Series Resolution or Supplemental
Resolution adopted pursuant to Article X.
Section 204 - Provisions for Refunding
Bonds. (A) 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.
(B) 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 203) of;
Page IQ
(1) Instructions to the Trustee to give
due notice of redemption (which notice, in the
case of an optional redemption, shall state that
the redemption Is conditioned by the Trustee on
the receipt of sufficient funds for redemption) of
all the Bonds to be refunded on the redemption
date specified in such instructions;
(2) Either (I) moneys (which may
include all or a portion of the proceeds of the
Refunding Bonds to be Issued) In an amount
sufficient to effect payment at the applicable
Redemption Price of the Bonds or other
obligations to be refunded, together with accrued
Interest on such Bonds or other obligations to
the redemption date, or (ii) direct obligations of
(including obligations issued or held in book-
entry farm on the books of) the Department of
the Treasury of the United States of America
which are not subject to redemption prior to the
dates on which amounts will be needed to make
payments on the Bonds or other obligations to
be refunded and the principal of and interest on
which when due, together with the moneys
(which may include all or a portion of the
proceeds of the Refunding Bonds to be issued),
if any, contemporaneously deposited with the
Trustee, will be sufficient to pay when due the
applicable Redemption Price of the Bonds or
other obligations to be refunded, together with
accrued interest on such Bonds or other
obligations to the redemption date, which
moneys or Investment Securities shall be held
by the Trustee or any one or more of the Paying
Agents or an escrow agent or trustee for other
obligations in a separate account irrevocably in
trust for and assigned to the respective Holders
of the Bonds or other obligations to be refunded;
and
(3) A certificate of an Authorized Officer
containing such additional statements as maybe
reasonably necessary to show compliance with
the requirements of subsection (A) and this
subsection (B) of this Section 204.
(C) 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
Payments deposited in the Debt Service Fund
pursuant to the provisions of Section 604 to the
end that such portion of the Municipal Bonds
AMSI<4 MUNICIPAL BOND BANK
General Obligation Bond IesoIuSlon/Created 7/13/05
Payment as shall represent Municipal Bonds
Interest Payment not required for deposit in the
Interest 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.
(D) Neither Investment Securities nor
moneys deposited with the Trustee oran escrow
agent or trustee for other obligations pursuant to
paragraph (B)(2) of 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 applicable Redemption Price
of the Bonds or other obligations to be refunded,
together with accrued Interest on such Bonds or
other obligations to the redemption date, and
any cash received from such principal or interest
payments, If not then needed for such purpose,
shall, to the extent practicable, be reinvested In
such Investment Securities as are described in
clause (II) of said paragraph maturing at times
and in amounts sufficient to pay when due the
applicable Redemption Price of such Bonds or
other obligations, together with such accrued
interest.
ARTICLE Ill
GENERAL TERMS AND PROVISIONS OF
BONDS
Section 301 Description of Bonds:
Payment, (A) The Bonds of each Series issued
under the provisions hereof may be issued only
as registered bonds and subject to Section 303
hereof, each Bond shall be entitled 'General
Obligation Bonds" and shall bear such additional
letter or number series designation as shall be
determined in the Series Resolution authorizing
the Bonds of the Series of which such Bond is
one. Unless otherwise specified in the Series
Resolution authorizing such Series of Bonds,
Bonds of each Series shall be in Authorized
Denominations each or any integral multiple
thereof, shall be numbered consecutively from I
upwards and shall bear interest payable on
Interest Payment Dates.
(B) The Bonds of each Series issued
hereunder shall be dated as of and bear Interest
from the date specified in the Series Resolution
Page 11
that authorized such Series, which date may be
contemporaneous with or prior to or after the
date of issuance of such Bonds.
(C) Both the principal of and the interest
on the Bonds shall be payable in any coin or
currency of the United States of America, as at
the respective time of payment shall be legal
tender for payment of public and private debts.
Payment of the interest on any Bond shall be
made to the person appearing on the Bond
registration books of the Bank kept for such
purpose by the Trustee, the registrar hereinafter
provided for as the Holder thereof, by check or
draft mailed to the Holder at her or his address
as it appears on such registration books or to
owners of $1,000,000 or more In aggregate
principal amount of Bonds by wire transfer to a
bank accountdesignated by the Holder in written
instructions furnished to the Trustee. The
interest on Bonds so payable, and punctually
paid or duly provided for, on any Interest
Payment Date will be paid to the person who Is
the Holder thereof at the close of business on
the applicable Record Date for such Interest.
The principal of and premium, if any, on Bonds
are payable upon presentation and surrender
thereof at the principal corporate trust office of
the Trustee, as paying agent, except as
otherwise provided by Series Resolution, 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.
(0) The Bonds of each Series may
contain or have endorsed thereon such
provisions, specifications and descriptive words
not inconsistent with the provisions hereof as
may be necessary or desirable to comply with
custom, the rules of any securities exchange or
commission or brokerage board or otherwise, as
may be specified in the Series Resolution
authorizing such Series of Bonds.
Section 302. Legends The Bonds of
each Series shall contain or have endorsed
thereon a statement to the effect that the State
shall not be liable thereon and that such Bond
shall not be a debt of the State and 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
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7115/05
determined by the Bank prior to the delivery
thereof to the Bondholder.
Section 303 - Execution and
Authentication. (A) The Bands shall be
executed in the name of the Bank 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
Bank 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
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 Bank by such
persons as at the actual time of the execution of
such Bond shall be duly authorized or hold the
proper office in or employment by the Bank,
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.
(B) The Bonds of each Series shall bear•
thereon a certificate of authentication, in the
form set forth in the Series Resolution authoriz-
ing 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 under the Resolution and
no Bond 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 Bank shalt be
conclusive evidence that the Bond so authenti-
cated has been duly authenticated and delivered
under the Resolution and that the Holder thereof
is entitled to the benefits of the Resolution.
Section 304 - Interchangeability of
Bonds, upon surrender thereof at the
corporate trust office of the Trustee with a
Pop 12
written instrument of transfer satisfactory to the
Trustee, duly executed by the registered owner
or their attorney duly authorized in writing, may,
at the option of the registered owner thereof, be
exchanged for an equal aggregate principal
amount of registered Bonds of the same Series,
maturity, and interest rate as the surrendered
Bond.
Section 305- NepotiabUi, Transfer and
Reoistrv. 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 Bank 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 Bank shall register or cause to
be registered therein, and permit to be trans-
ferred 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 Bank shall make all necessary provisions to
permit the exchange of Bonds at the corporate
trust office of the Trustee.
The Bank and each Fiduciary may deem
and treat the person in whose name any Bond
shall be registered upon the books of the Bank
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 and Redemption Price, if any, of
and interest 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 Bank nor any Fiduciary shall be affected by
any notice to the contrary. The Bank agrees to
indemnify and save each Fiduciary harmless
from and against any and all loss, cost, charge,
expense judgment or liability incurred by it,
acting In good faith and without negligence
under this Resolution, in so treating any such
registered owner.
Section 306.- Regulations with Respect
to Exchanges and Transfers. In all cases in
which the privilege of exchanging Bonds or
ALASKA MUNICIPAL BOND BANK
General Obligation Bond RoaolutionlCreated 1/13/05
transferring Bonds is exercised, the Bank shall
execute and the Trustee shall authenticate and
deliver Bonds in accordance with the provisions
of this Resolution. All Bonds surrendered in any
such exchanges or transfers shall forthwith be
cancelled by the Trustee. For every such
exchange or transfer of Bonds, whether
temporary or definitive, the Bank or the Trustee
may, as a condition precedent to the privilege of
making such exchange or transfer, make a
charge sufficient to reimburse it for any tax, fee
or other governmental charge required to be
paid with respect to such exchange or transfer.
Notwithstanding any other provision of this
Resolution the cost of preparing each registered
Bond upon each exchange or transfer, and any
other expenses of the Bank or the Trustee
incurred in connection therewith (except any
applicable tax, fee or other governmental
charge) shall be paid by the Bank as an
Administrative Expense, Neitherthe Bank orthe
Trustee shall be required (I) to make any
exchange or transfer of Bonds of any Series
during the ten (10) days (or such other period of
time as may be specified in the Series
Resolution authorizing such Series) next
preceding an interest payment date on the
Bonds of such Series or preceding any selection
of Bond of such Series to be redeemed or (II) to
transfer or exchange any Bonds previously
called for redemption.
Section 307 - Bonds Mutilated,
Destroyed. Stolen or Lost. In case any Bond
shall become mutilated or be destroyed, stolen
or lost, the Bank shall execute and the Trustee
shall authenticate and deliver a new Bond of like
Series, maturity and principal amount as the
Bond so mutilated, destroyed, stolen or lost, in
exchange and substitution for such mutilated
Bond, upon surrender and cancellation of such
mutilated Bond or in lieu of and substitution for
the Bond destroyed, stolen or lost upon filing
with the Bank evidence satisfactory to the Bank
and the Trustee that such Bond have been
destroyed, stolen or lost and proof of ownership
thereof, and upon furnishing the Bank and the
Trustee with indemnity satisfactory to them and
complying with such other reasonable
regulations as the Bank and the Trustee may
prescribe and paying such expenses as the
Bank and the Trustee may incur in connection
therewith. All Bonds so surrendered to the
Trustee shall be cancelled by it and evidence of
Page 13
such cancellation shall be given to the Bank.
Any such new Bonds issued pursuant to this
section in substitution for Bonds alleged to be
destroyed, stolen or lost shall constitute original
additional contractual obligations on the part of
the Bank, regardless of whether the Bonds so
alleged to be destroyed, stolen or lost be at any
time enforceable by anyone, and shall be
equally secured by and entitled to equal and
proportionate benefits with all other Bonds
issued under this Resolution, in any moneys or
securities held by the Bank or the Fiduciaries for
the benefit of the Bondholders, If a Bondholder
satisfies the conditions set forth In this section
for the replacement of a mutilated Bond or a
Bond alleged to be destroyed, stolen, orlost and
such Bond has matured or all principal thereof
and interest thereon shall become due for any
other reason, then the Trustee may pay.suth
principal of and interest on such Bond without
issuing a replacement Bond.
Section 308 - Preparation of Definitive
Bonds: Temporary Bonds. Until the, definitive
Bonds of any Series are prepared, the Bank may
execute, in the same manner as is provided In
Section 303, and upon the request of the Bank,
the Trustee shall authenticate and deliver, in lieu
of definitive Bonds, but subject to the same
provisions, limitations and conditions as the
definitive Bonds, except as to the denominations
thereof and as to exchangeability for registered
Bonds,' one or more temporary Bonds,
substantially of the tenor of the definitive Bonds
In lieu of which such temporary Bond or Bonds
are issued in such denominations as may be
authorized by the Bank,- and with such
omissions, insertions and variations as may be
appropriate to temporary Bonds. The Bank at its
own expense shall prepare and execute and,
upon the surrender thereof of such temporary
Bonds to the Trustee. The Trustee shall
authenticate and, without charge to the holder
thereof, deliver in exchange therefor definitive
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.
If the Bank shall authorize the issuance
of temporary Bonds In more than one
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolutlon/Creatoct 7/13105
denomination, the holder of any temporary Bond
or Bonds may, at his option, surrender the same
to the Trustee in exchange for another
temporary Bond or Bonds of like aggregate
principal amount, Series and maturity of any
other authorized denomination' or
denominations, and thereupon the Bank shall
execute and the Trustee shall authenticate and,
in exchange for the temporary Bond or Bonds so
surrendered and upon payment of the taxes,
fees and charges provided for in Section 306,
shall deliver a temporary Bond or Bonds of like
aggregate principal amount, Series and maturity
in such other authorized denomination or
denominations as shall be requested by such
holder.
All temporary Bonds surrendered in
exchange either for another temporary Bond or
Bonds or for a definitive Bond or Bonds shall be
forthwith cancelled by the Trustee.
Section 309 - Cancellation and
Destruction of Bncia. All Bonds paid or
redeemed, either at or before maturity, shall be
delivered to the Trustee when such payment or
redemption is made, and such Bonds, together
with all Bonds purchased by the Trustee, shall
thereupon be promptly cancelled. Bonds so
cancelled may, at any time, be. cremated or
otherwise destroyed by the Trustee, who shall
execute a Certificate of cremation or destruction
In duplicate by the signature of one of Its
authorized officers describing the Bonds so
cremated or otherwise destroyed, and ohe
executed Certificate shall be filed with the Bank
and the other executed Certificate shall be
retained by the Trustee.
ARTICLE IV
REDEMPTION OF BONDS
Section 401 - Redemotiori Provisions.
The Bonds of each Series may be subject to
redemption prior to maturity at such times and
upon such terms as shall be fixed by the related
Series Resolution, If less than all of the Bonds of
any one maturity of a Series shall be called for
redemption, the particular units of Bonds, as
determined in accordance with Section 403
herein, to be redeemed shall be selected by lot
by the Trustee, or in any manner as the Trustee,
In Its sole discretion, may deem appropriate and
fair.
F-806 14
Section 402- Notice of Redemption. (A)
In the event any of the Bonds are to be
redeemed, the Registrar shall cause notice to be
given as provided in this Section 402. Unless
otherwise specified in the Series Resolution
authorizing the Issuance of the applicable Series
of Bonds, notice of redemption (i) shall be filed
with the paying agent designated for the Bonds
being redeemed and (ii) shall be mailed by first
class mall, postage prepaid, to all Bondholder of
Bonds to be redeemed at their addresses as
they appear on the registration books of the
Trustee, at least thirty (30) days but not more
than sixty (60) days prior to the date fixed for
redemption. Such notice shall state the following
information:
- (1) the complete official name of the
Bonds, including Series, to be redeemed, the
identification numbers of Bonds and the CUSIP
numbers, if any, of the Bonds being redeemed,
provided that any such notice shall state that no
representation Is made as to the correctness of
CUSIP numbers eitheras printed on such Bonds
or as contained In the notice of redemption and
that reliance may be placed only on the
Identification numbers contained In the notice or
printed on such Bonds;
(2) any other descriptive
information needed to identify accurately the
Bonds being redeemed, including, but not limited
to the original issue date or dated date of and
interest rate on such Bonds;
(3) in the case of partial redemption
of any Bands, the respective principal amounts
thereof to be redeemed;
(4) the date of mailing of
redemption notices and the redemption date;
(5) the redemption price;
(6) 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
(7) the place where such Bonds are
to be surrendered for payment of the redemption
price, designating the name and address of the
ALASKA MUNICIPAL BOND BANK
General Obligation Bond ResolutIon/Created 7flI05
redemption agent with the name of a contact
person and telephone number.
(B) In addition to the foregoing, further
notice of any redemption of Bonds hereunder
shall be given by the Trustee, at least two (2)
Business Days in advance of the mailed notice
to Bondholders, by registered or certified mail or
overnight delivery service, to all registered
securities depositories then in the business of
holding substantial amounts (as reasonably
determined by the Bondholders) of obligations of
types comprising the Bonds and to at least two
national information services that disseminate
notices of redemption of obligations such as the
Bonds. Such further notice shall contain the
information required in clause (a) above. Failure
to give all or any portion of such further notice
shall not in any manner defeat the effectiveness
of a call for redemption.
(C) Upon the payment of the
redemption price of Bonds being redeemed,
each check or other transfer of funds issued for
such purpose shall bear the CUSIP number
identifying, by Issue and maturity, the Bonds
being redeemed with the proceeds of such
check or other transfer.
(D) If at the time of mailing of any notice
of redemption there shall not be on deposit with
the Trustee moneys sufficient to redeem all the
Bonds called for redemption, such notice shall
state that such redemption is subject to the
deposit of the redemption moneys with the
Trustee not later than the redemption date and
that such notice shall be of no effect unless such
moneys are so deposited.
(E) A second notice of redemption shall
be given, not later than ninety (90) days
subsequent to the redemption date, to
Bondholders of Bonds or portions thereof
redeemed but who failed to deliver Bonds for
redemption prior to the 60th day following such
redemption date. Any notice mailed shall be
conclusively presumed to have been duly given,
whether or not the owner of such Bonds
receives the notice. Receipt of such notice shall
not be a condition precedent to Such
redemption, and failure so to receive any such
notice by any of such Bondholders shall not
affect the validity of the proceedings for the
redemption of the Bonds.
P400 16
(F) In case any Bond is to be redeemed
in part only, the notice of redemption which
relates to such Bond shall state also that on or
after the redemption date, upon surrender of
such Bond, a new Bond in principal amount
equal to the unredeemed portion of such Bond
will be issued.
Section 403 - Partially Redeemed Fully
Registered Bonds. Unless otherwise specified
in the Series Resolution authorizing the issuance
of the applicable Series of Bonds, in case any
registered Bond shall be redeemed in part only,
upon the presentation of such Bond for such
• partial redemption, the Bank shall execute and
the Trustee shall authenticate and shall deliver
• or cause to be delivered to or upon the written
order of the Holder thereof, at the expense of the
Bank, a Bond or Bonds of the same Series,
interest rate and maturity, in aggregate principal
•
amount equal to the unredeemed portion of such
registered Bond. Unless otherwise provided by
Series Resolution, a portion of any Bond of a
denomination of more than the minimum
Authorized Denomination to be redeemed will be
in the principal amount of the minimum
Authorized Denomination or an integral multiple
thereof, and in selecting portions of such Bonds
for redemption, the Trustee will treat each such
Bond as representing that number of Bonds of
the minimum Authorized Denomination which is
obtained by dividing the principal amount of such
Bonds by the minimum Authorized
Denomination,
ARTICLE V
CUSTODY AND APPLICATION OF CERTAIN
PROCEEDS OF BONDS
Section 501 - Anolication of Certain
Proceeds. (A) Each Series Resolution
authorizing the issuance of a Series of Bonds, a
portion ofihe proceeds derived from the sale of
which is to be applied to the purchase of
Municipal Bonds, shall specify the name of each
Governmental Unit which is to receive a Loan by
the Bank 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 Bank 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
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13105
Resolution for the purpose of making such
Loans to each of the Governmental Units
specified in the Series Resolution authorizing the
issuance of such Series of Bonds.
(B) Accrued Interest, if any, received
upon the delivery of such Series of Bonds shall
be deposited in the Interest Account, The
amountreceived as a premium over the principal
amount of such Series of Bonds, if any, upon the
delivery of such Series of Bonds shall be applied
as provided in the Series Resolution authorizing
such Series of Bonds.
(C) The amount, if any, necessary to
cause the amount on deposit in the Reserve
Fund to satisfy the Reserve Fund Requirement.
(D) 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, (A) 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 shalt be
subject to the provisions and restrictions of this
Article V, and the Bank 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.
(B) The Trustee shall pay to 'each
Governmental Unit the amount of the Loan upon
receipt by the Trustee of;
(1) a written requisition of the Bank
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;
(2) a certificate signed by an Authorized
Officer and attached to the requisition certifying
that the terms and provisions of the Loan
Page 16
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;
(3) a Counsel's Opinion stating thatsuch
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
(4) such Municipal Bonds of such
Governmental Unit, registered as to both
principal and interest in the name of the Bank or
the Trustee and delivered in accordance with the
Act
Upon receipt of such requisition,
accompanying certificate, Counsels 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 Bank
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.
ARTICLE VI
ESTABLISHMENT OF FUNDS AND
ACCOUNTS AND APPLICATION THEREOF
Section 601 - Pledge. (A) The Bonds
shall be direct and general obligations of the
Bank, and its full faith and credit are pledged to
the payment of the principal and redemption
premium, if any, of and interest on the Bonds,
subject to any agreements heretofore and
hereafter made with the Holders of any other
notes or bonds of the Bank pledging any
ALASKA MUNICIPAL BOND BANK
General Obligation Bond ResolutIOn/Created 7/13/05
particular revenues or assets not pledged under
this Resolution.
(B) The Municipal Bonds and the
Municipal Bonds Payment, 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 assighed for the payment of
the principal of, Redemption Price of, intereston,
and Sinking Fund Installments for, the Bonds in
accordance with the terms and provisions of this
Resolution, subject only to theprovisions of this
Resolution permitting the application thereof for
the purposes and on the terms and conditions
set forth in this Resolution authorizing the Bank
to create Security Interests in said Municipal
Bonds and Municipal Bonds Payment in favor of
Credit Enhancement Agencies and
counterparties to Interest Rate Exchange
Agreements. Subject to the provisions of
Section 805 of this Resolution, 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 Payment 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 Bank, regardless of whether such
parties have notice thereof.
Section 602 - Establishment of Funds
and Accounts. (A) The Alaéka Municipal Bond
Bank 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 Interest 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 andin any Series Resolution.
Amounts deposited in the Interest Account and
the Principal Account shall be disbursed and
l'eg, 17
applied by the Trustee at the times and in the
manner provided in this Article VI and In
paragraph (3) of Section 203.
(B) There is hereby established within
the Alaska Municipal Bond Bank Reserve Fund
created by Section 44,85.270 of the Act, a 2005
General Obligation Bond Resolution Reserve
Account (the "Reserve Fund") which shalt be
maintained and held by the Trustee pursUant to
the provisions of this Resolution.
(C) There is hereby established a
Rebate Fund, and within such fund, a separate
account for each Series of Bonds.
(D) There Is hereby established an
Operating Fund which shall be held by the Bank
pursuant to the provisions of this Resolution.
Section 603- Reserve Fund. (A) On or
before the first day of each month, 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 Interest
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
under the name of 'Reserve Fund Obligations
Interest Account". On or before each interest
payment date of the Reserve Fund Obligations,
said amounts shall be deposited In the Interest
Account.
(B) On or before each principal
payment date and Sinking Fund Installment
payment date of Reserve Fund Obligations, the
Trustee shalt withdraw from amounts in the
Reserve Fund 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 Payment, will be equal to the Principal
Installment of the Reserve Fund Obligations
falling due on such date.
(C) On or before December 31 of each
year, after complying with the provisions of
ALASKA MUNICIPAL BONO BANK
General Obligation Bond ResolutIon/Cia ated 7113/05
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 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.
(0) The Reserve Fund Requirement
may be satisfied with (I) monies made available
by the State and paid to the Bank for the
purpose of the Alaska Municipal Bond Bank
Reserve Fund created by Section 44.85.270 of
the Act in the amount provided by a Series
Resolution; (ii) all monies paid to the Bank
pursuant to the Act for the 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; (iv) Credit
Enhancement: (v) any other monies which may
be made available to the Bank for the purposes
of the Reserve Fund from any other source or
sources; or (vi) any combination of the
foregoing.
(E) in the event there shall be, on any
interest payment date, a deficiency in the
Interest 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 cash 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 Interest Account and Principal
Account sufficient to make up any such
deficiency. If a deficiency still exists
immediately priorto a debt service payment date
and after the withdrawal of cash, the Bank shall
then draw from any Credit Enhancement for the
Bonds in sufficient amount to make up such
difference. Drawings under the Credit
Enhancement shall be made on a pro-rata basis
(In proportion to the respective maximum
coverages) available under the Credit
Enhancement. Such draw shall be made at
Pace 10
such times and under such conditions as such
Credit Enhancement shall provide.
Section 604- Interest Account, Principal
Account and Redemption Account.
(A) Except as otherwise provided in
paragraph (3) of Section 204, the Trustee shall
deposit Municipal Bonds Interest Payments and
any other monies available for the payment of
interest in the Interest 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 Interest
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 Interest 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
redeemed, to the extent not otherwise provided
in this Resolution.
(B) The Trustee 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.
(C) The Trustee shall establish in the
Redemption Account separate sub-acco u nt for
the Bonds of each Series Outstanding.
(1) Any monies deposited into the
Redemption Accountfrom any source other than
pursuant to Section 607 or Section 916 shall be
applied to the purchase or redemption of Bonds
ALASKA MUNICIPAL BOND BANK
G eneral Obligation Bond Resolution/Created 7113/05
in a manner to be determined by the Bank in
accordance with Article IV. Any monies
deposited into the Redemption Account pursuant
to Section 607 shall be applied to the purchase
or redemption of Reserve Fund Obligations in a
manner to be determined by the Bank in
accordance with Article IV.
(2) The Bank 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
sub-account. 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 sub-accountws
created as follows:
(i) The Trustee shall promptly apply
such monies to the purchase of Bonds of the
Series in respect ofwh'lch 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 Bank 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 their
terms. 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 Interest 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 the Trustee 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 sub-account in accordance with
and under the foregoing provisions of this
Pe 19
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 Interest 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 Bank 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 Bank 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 accrued on the Bonds so redeemed to
he 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.
(3) The Bank may, from time to time, by
written instructions direct the Trustee to make
purchases under subparagraph (b) above only
after receipt of tenders. The Bank 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
ALASKA MUNICIPAL BOND BANK
Genera! Obligation Bend Reselutlon/Created 7/13/08
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.
(D) 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. Until so set aside for the 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 preferetice
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 held In trust for
and applied to the payment of the Bonds of the
Series fcrwhich the applicable sub-account was
established.
Section 605 - Rebate Fund. (A) The
Trustee shall establish and thereafter maintain,
so long as the Bonds are Outstanding, a Rebate
Fund which shall be held separate and apart
from all other funds and accounts established
under this Resolution and from all other moneys
of the Trustee.
(B) All amounts in the Rebate Fund,
including income earned from investment of the
fund, shall be held by the Trustee free and clear
of the lien of this Resolution. In the event the
amount on deposit in the Rebate Fund exceeds
the aggregate amount of the Rebate
Requirement for all Series of Bonds, as verified
In writing by an independent public accountant
'or other qualified professional selected by the
Bank at the time the Rebate Requirement -is
determined, less amounts of the Rebate
Requirement theretofore paid to the United
States for all Series of Bonds, the Trustee shall,
upon the Bank's request, withdraw from the
Rebate Fund and pay to or upon the order of the
Bank an amount not to exceed such excess to
the Bank for deposit in the Operating Fund.
(C) The Bank shall determine the
amount of the Rebate Requirement with respect
to each Series of Bonds on each applicable
Rebate Calculation Date. The Bankshall deposit
Page 20
into the Rebate Fund the Rebate Requirement,
if any, with respect to each Series of Bonds.
The Bank shall Instruct the Trustee to withdraw
from the Rebate Fund and pay over to the
United States Government with respect to each
Series of Bonds: (1) not less frequently than
once each five years commencing no later than
60 days after the first Rebate Calculation Date
for such Series of Bonds and upon each fifth
anniversary of such date, an amount which
when added to all previous rebate payments
made with respect to such Series of Bonds
equals 90% of the sum of the Rebate
Requirement pertaining to such Series of Bonds
plus the amount, if any, of Rebate Requirement
theretofore paid to the United States with
respect to such Series of Bonds, and (2) not
laterthan 60 days after the retirement of the last
Bond of such Series, 100% of the Rebate
Requirement with respect to such Series. The
determination of rebatabie arbitrage made with
respect to each such payment date and with
respect to any withdrawal and payment to the
Bank from the Rebate Fund pursuant to this
Resolution must be verified in writing by an
independent public accountant or other qualified
professional selected by the Bank
(D) The Trustee shall, at least sixty (60)
days prior to each Rebate Calculation Date,
notify the Bank of the requirements of this
Section. By agreeing to give this notice, the
Trustee assumes no responsibility whatsoever
for compliance by the Bank with the
requirements of Section 148 of the Code or any
successor. The Bank expressly agrees that
(notwithstanding any other provision of this
Resolution) any failure of the Trustee to give any
such notice, for any reason whatsoever, shall
not cause the Trustee to be responsible for any
failure of the Bank to comply with the
requirements of said Section 148 or any
successor thereof.
(E) The Trustee, on behalf of the Bank,
shall keep and retain, until the date six years
after the retirement of the last of the Bonds of
each Series, records with respect to each Series
of the Bonds and the investment and
expenditure of amounts on deposit with the
Trustee to comply with the aforementioned
arbitrage rebate requirements, including without
limitation a complete list of all Investments and
reinvestments of amounts on deposit with the
ALASKA MUNICIPAL BOND SANK
General Obligation Bond Resolution/Created 7/13/05
Trustee with respect to each Series of the
Bonds. For purposes of the computation
required above, the Trustee shall, upon request,
furnish to the Bank all information In the
Trustee's control which is necessary for such
computations.
(F) The Bank hereby covenants and
agrees that it will not enter, and will not cause
the Trustee to enter Into, any transaction or
cause any transaction to be entered into with
respect to the Investment of gross proceeds of
the Bonds, or otherwise, which reduces the
amount which may be required to be paid to the
United States pursuant to the arbitrage rebate
requirements specified herein above, because
such transaction results in a smaller profit or a
larger loss than would have resulted if the
transaction had been at arm's length and had
the yield on each Series of the Bonds not been
relevant to either party,
(G) The provisions of this Section may
be amended or deleted, with respect to any or all
series of the Bonds, from this Resolution upon
receipt by the Bank and the Trustee of an
opinion of bond counsel that such amendment or
deletion will not adversely affect the exclusion
from gross income of interest on the Bonds.
Section 606 Operating Fund. There
shall be deposited in the Operating Fund all
Fees and Charges collected by the Bank or the
Trustee, to the extent not otherwise encumbered
or pledged, and any other monies which may be
'made available to the Bank 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 803, 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 Bank;
(b) To pay the fees and expenses of the
Trustee and Paying Agents;
Pe 21
(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 Bank pursuant to the
Act, and all other financing and other miscella-
neous costs; and
(d) To pay any expenses in carrying out
any other purpose then authorized by the Act.
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 607 . Reduction of Reguired
Debt Service Reserve. Whenever the amount of
the Required Debt Service Reserve is reduced,
the Trustee, only upon the written request of the
Bank signed by an Authorized Officer, shall
withdraw from any amounts on deposit in the
Reserve Fund 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 Bank and the amount thereof certified to
the Trustee in writing signed by an Authorized
Officer.
Section 608 . Trustee's Maintenance of
Records on Payment of Bonds, In connection
with the payment, redemption or purchase of all
Bonds under the provisions of this Resolution,
the Trustee shall keep accurate records of the
source of the monies used to pay, redeem or
purchase such Bonds.
Section 609 - Obtaining Credit
Enhancements and Interest Rate Exchange
Mreements. Except as otherwise provided in a
Series Resolution authorizing the issuance of a
Series of Bonds, the Bank may obtain Credit
Enhancement or an Interest Rate Exchange
Agreement with respect to such Bonds either at
the time of Issuance of the Bonds or any time
thereafter.
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13/05
ection_610. - Creation of Additional.
Funds, Accounts and Subaccounts; Separate
Credit Enhancement Funds Pledge with
Respect to Credit Enhancements and Interest
Rate Exchange Aqreements. (A) The Trustee
shall establish within any Fund such Accounts In
addition to the Accounts herein established as
the Bank shall by Series Resolution or
Supplemental Resolution determine and shall in
like manner establish within any Account such
additional subaccounts for the purposes of such
Account as the Bank shalt so determine.
(B) The Bank may at any time by
execution of a Series Resolution or
Supplemental Resolution establish a Fund or
Account in which to hold any Credit
Enhancement and the proceeds thereof or
drawings thereunder (a "Credit Enhancement
Fund') for the benefit of any Series of Bonds to
which such Credit Enhancement has been
pledged, which pledge may be (but Is not
required to be) exclusively for the benefit of such
Series of Bonds or certain designated Series of
Bonds and not equally and ratably among all the
Series of Bonds. Amounts held In a Credit
Enhancement Fund shall not be considered a
part of the Municipal Bonds Payment but, rather,
shall be subject to such lien and pledge as may
be created In the Series Resolution creating
such Credit Enhancement Fund,
(C) If the Bank creates a Credit
Enhancement Fund, the Bank may direct, in the
Series Resolution creating such Credit
Enhancement Fund, that the Trustee pay, and if
so directed in writing by the Bank the Trustee
shall pay, principal (including premium, if any) of
and interest on the Bonds secured by such
Credit Enhancement Fund directly from amounts
in such Credit Enhancement Fund and that the
Trustee reimburse, and if so directed In writing
by the Bank the Trustee shall so reimburse,
such Credit Enhancement Fund for such
payment from the Credit Enhancement Fund;
provided, however, that the Bank may, In the
Series Resolution authorizing the Series of
Bends to be secured by Credit Enhancement,
treat any, or any part of any, obligation owed or
which may in the future be owed to the Credit
Enhancement Agency pursuant to the Credit
Enhancement Instrument asthe Series of Bonds
secured by such Credit Enhancement if the
Corporation, at the time of issuance of said
Poo* 22
Series of Bonds and at the time of the creation
of any such obligation satisfies the requirements
of Section 203, in which case the Trustee shall
pay the principal of and interest on any such
obligations in accordance with the terms of this
Resolution treating such obligations as a Series
of Bonds. In a Series Resolution authorizing a
Series of Bonds secured by a Credit
Enhancement Fund the Bank may fix provisions
relating to such Fund pursuant to the terms of a
Series Resolution. In addition to the foregoing,
the Bank may agree to permit a Credit
Enhancement Agency to be subrogated to the
rights of any Bondholders whose Bonds are
secured by the Credit Enhancement provided
that such Credit Enhancement Agency Is not in
default under such Credit Enhancement.
ARTICLE Vii
SECURITY FOR DEPOSITS AND
INVESTMENT OF FUNDS
Section 701 - Security for Deposits. All
monies held hereunder by the Trustee shall be
continuously and fully secured, for the benefit of
the Bank and the Holders of the Bonds in such
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. The Trustee or any Paying Agent shall
not be required 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 be
represented by obligations purchased under the
provisions of this Resolution as an investment of
such monies.
Section 702- Investment of Funds and
Accounts Held by the Trustee, (A) 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 pre-
scribed, the Bank may furnish the Trustee with
a schedule of dates on which it is estimated by
the Bank that such monies in said fund or
account will be required to be expended. The
Bank may from time to time amend the schedule
so furnished. Upon receipt of such schedule or
amended schedule, the Bank may direct the
Trustee to, or in the absence of receipt of such
schedule or such direction the Trustee shall,
ALASKA MUNICIPAL BOND BANK
General Obligation Bond ResojuuonICreated 7/13105
invest and reinvest in Investment 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 Bank to be so
expended. The Bank 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.
(B) Obligations purchased as an
investment of monies in any fund or account
hold 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 shalt 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 (1), (3)
and (5) of Section 603.
(C) In determining whether or not the
amount in the Reserve Fund Is at least equal to
the Reserve Fund Requirement, the Trustee
shall include the amount of interest earned or
accrued thereon as of the date of evaluation and
shall also include, but only if any other
requirement therefor specified in a Series
Resolution has been satisfied, the principal
component of any Credit Enhancement then on
deposit in the Reserve Fund.
(D) Except as otherwise provided in the
Resolution, the Trustee shalt sell at the 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 Bank 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 Bank 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
P'go23
custody under the provisions of this Resolution
as of the end of the preceding month.
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, or for any loss
resulting from any such investment so made
except for its own negligence or default.
ARTICLE VIII
THE TRUSTEE AND THE PAYING AGENTS
Section 801 - Appointment and
Acceptance of Duties. of Trustee. J. P. Morgan
Trust Company, National Association, a trust
company or bank having the powers of a trust
company doing business and having a corporate
trust office in Seattle, Washington, is hereby
appointed as Trustee for the Holders from time
to time of the Bonds, 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 nly, however, upon the terms and
conditions set forth in the Resolution.
Section 802 - Appointment and
Acceptance of Duties of Paying Agents. The
Bank 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 Bank 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
executed and delivered to the Bank and the
Trustee. The principal or corporate trust offices
of the Paying Agents are hereby designated as
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 71f3/05
the respective agencies of the Bank for the
payment of the interest on and principal or
Redemption Price of the Bonds.
Section 803 - Responsibilities of
Fiduciaries. (A) The recitals of fact herein and
In the Bonds contained shall be taken as the
statements of the Bank and the Fiduciaries
assume any responsibility for the correctness of
the same. No Fiduciary shall be deemed to
make any representations as to the validity or
sufficiency of this Resolution or of any Bonds
issued hereunder or in respect of the security
afforded by this Resolution, and no Fiduciary
shall incur any responsibility in respect thereof.
The Trustee shall, however, be responsible for
its representations contained in its certificate on
the Bonds, No Fiduciary shall be under any
responsibility or duty with respect to any other
Fiduciary. No Fiduciary 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 moneys, unless
indemnified to its satisfaction No Fiduciary shall
be liable in connection with the performance of
its duties hereunder except for its own
negligence or willful misconduct. Neither the
Trustee nor any Paying Agent shall be under
any responsibility or duty with respect to the
application of any moneys paid to any one of the
others or the use or application by the Bank of
the Bonds or the proceeds thereof.
(B) Except during the continuance of an
Event of Default, the Trustee undertakes to
perform such duties and only such duties as are
specifically set forth In this Resolution, and no
Implied covenants or obligations shall be read
into this Resolution against the Trustee, and, in
the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the
statements and the correctness of the opinion
expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the
requirements of this Resolution.
(C) In case an Event of Default has
occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested In
It by this Resolution and use the same degree of
care and skill in their exercise as a prudent
person would exercise or use under the
circumstances In the conduct of his own affairs.
Nip 24
(D) No provision of this Resolution shall
be construed to relieve the Trustee from liability
for its own negligent action, its own negligent
failure to act, or its own willful misconduct,
except that (1) the Trustee shall not be liable for
any error of judgment made In good faith by a
responsible officer, unless It shall be proved that
the Trustee was negligent in ascertaining the
pertinent facts, (2) the Trustee shall not be liable
with respect to any action taken or omitted to be
taken by it In good faith in accordance with the
direction of the Holders of a majority in principal
amount of the Outstanding Bonds relating to the
time, method and place of conducting any
proceeding for any remedy available to the
Trustee, or exercising any trust or power
conferred upon the Trustee, under this
Resolution, and (3) no provision of this
Resolution shall require the Trustee to expend or
risk its own funds or otherwise Incur any
financial liability in the performance of any of its
duties hereunder, or In the exercise of any of Its
rights or powers, If it shall have reasonable
grounds for believing that repayment of such
funds or adequate indemnityagainst such risk or
liability Is not reasonably assured to it. Except
as otherwise expressly provided herein, the
Trustee shall determine whether any conditions
or requirements set forth herein for any purpose
have been met, and such determination by the
Trustee shall be conclusive.
(E) Regardless of whether it is therein
expressly so provided, every provision of this
Resolution, any Series Resolution, or any
related document relating to the conduct or
affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of
this Article.
(F) The Trustee shall be under no
obligation to exercise any of the rights or powers
vested in it by this Resolution at the request or
direction of any of the Bondholders pursuant to
this Resolution, unless such Bondholders shall
have offered to the Trustee security or Indemnity
to its satisfaction against the costs, expenses
and liabilities which might be Incurred by it in
compliance with such request or direction.
(G) The Trustee shall not be bound to
make any investigation into the facts or matters
stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request,
ALASKA MUNICIPAL BOND BANK
General Oblig ation Bond Resolutlon/Creeled 7/13/05
direction, consent, order, bond, debenture, or
other paper or document.
(H) The Trustee may execute any of the
trusts or powers hereunder or perform any
duties hereunder either directly or by or through
agents or attorneys, and the Trustee shall not be
responsible for any misconduct or negligence on
the part of any agent or attorney appointed with
due care by it hereunder.
(I) The permissive right of the Trustee
to do things enumerated In this Resolution shall
not be construed as a duty.
(J) In accepting the trusts hereby
created, the Trustee acts solely as Trustee for
the Bondholders and notin its individual capacity
and all persons, including, without limitation, the
Bondholders and the Bank having any claim
against the Trustee arising from this Resolution
shall look only to the funds and accounts held by
the Trustee or its agent hereunder for payment
except as otherwise provided herein. Under no
circumstances shall the Trustee be liable in its
individual capacity for the obligations evidenced
by the Bonds.
Section 804 - Evidence on Which
Fiduciaries May Act. Each Fiduciary may rely
and shall be protected In acting upon any notice,
resolution, request, consent, order, certificate,
report, opinion, bond orother paper ordocument
believed by it to be genuine, and to have been
signed or presented by the proper party or
parties. Each Fiduciary may consult with
counsel, who may or may not be of counsel to
the Bank, and the opinion of such shall be full
and complete authorization and protection In
respect of any action taken or suffered or
omitted by it hereunder in good faith and in
reliance thereon. Whenever any Fiduciary shall
deem it necessary or desirable that a matter be
proved or established prior to taking or suffering
or omitting any action hereunder, including
payment of moneys out of any Fund or Account,
such mailer (unless other evidence in respect
thereof be herein specifically prescribed) maybe
deemed to be conclusively proved and
established by a certificate signed by an
Authorized Officer, and such certificate shall be
full warrant for any action taken or suffered In
good faith underthe provisions of this Resolution
upon the faith thereof, but in its discretion the
Page 26
Fiduciary 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 herein, any request, order,
notice or other direction required or permitted to
be furnished pursuant to any provision hereof by
the Bank to any Fiduciary shall be sufficiently
executed if executed in the name of the Bank by
an Authorized Officer.
Section 805- Compensation. The Bank
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
underthis 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 Bank further agrees to
Indemnify and save the Trustee and each
Paying Agent harmless against any liabilities
which it may Incur In the exercise and perfor-
mance of Its powers and duties hereunder, and
which are not due to Its negligence or default.
Section 805 - Permitted Acts and
Function. The Trustee and any Paying Agent
may become the owner of any Bonds, 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 depository for, 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 orthis Resolution, whether or not any
such committee shall represent the Holders of a
majority in principal amount of the Bonds then
Outstanding.
Section 807 - Resignation of Trustee;
The Trustee may at any time resign and be
discharged of the duties and obligations created
by this Resolution by giving not less than ninety
(90) days' written notice to the Bank and to the
registered owners of Bonds, specifying the date
when such resignation shall take effect and such
resignation shall take effect immediately upon
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7fl3/05
the appointment of a successor Trustee
pursuant to Section 809 hereof.
Section 808- Removal of Trustee. The
Trustee shall be removed by, the Bank If at any
time so requested by an instrument or
concurrent instruments in writing, filed with' the
Trustee and the Bank, 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 Bank. The Bank may
remove the Trustee at any time, except during
the existence of an Event, of Default, for such
cause as shall be determined in the sole
discretion of the Bank by filing with the Trustee
an instrument signed by an Authorized Officer of
the Bank.
Section 809 -Appointment 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 Bank covenants and
agrees that it will thereupon appoint a successor
Trustee. The Bank shall provide written notice
of such appointment to the registered owners of
the Bonds.
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 Bank 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 .1n succession to
the Trustee shall be a trust company or bank in
good standing having the powers of a trust
company within or outside the State, and having
a capital and surplus aggregating at least Fifty
Million Dollars ($$0,000,000) if there be such a
Nip 20
trust company or bank wilng 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 Rights and
Property to Successor Trustee. Any successor
Trustee appointed under this Resolution shall
execute, acknowledge and deliver to its
predecessor Trustee, and also to the Bank, an
instrument accepting such appointment and
thereupon such successor Trustee, without 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 Bank, 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 trusts and conditions herein set
forth Should any deed, conveyance or
instrument in writing from the Bank 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 Bank. Any such successor Trustee shall
promptly notify the Paying Agents of its appoint-
ment as Trustee. The Bank shall pay the
expenses of effecting a transfer under this
Section.
Section 811 Merger or Consolidation.
Any company Into which the Fiduciary 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
Fiduciary may sell or transfer all of its corporate
trust business, shall be the successor to such
Fiduciary without the execution or filing of any
ALASKA MUNICIPAL BOND BANK
Genera) Obligation Bond Resolution/Created 7113/05
paper or the 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 be a successor to the
Paying Agent under Section 812,
Section 812-Resignation or Removal of
the Paving Agents and Appointment 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 Bank
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 Bank. Any
successor Paying Agent shall be appointed by
the Bank and shall be a trust company or bank
having the powers of a trust company having a
capital and surplus aggregating at least Fifty
Million Dollars ($50,000,000), 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 successorthen 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.
Section 813-Evidence of Signatures of
Bondholders and Ownership of Bonds. ( A
Any request, consent or other instrument which
this Resolution may require or permit to be
signed and executed by the Bondholders may
be in one or more instruments of similar tenor,
and shall be signed or executed by such
Bondholders in person or by their attorneys
appointed In writing. Proof of (I) the execution of
any such instrument, or of an Instrument
appointing any such attorney, or (ii) the holding
by any person of the Bonds shall be sufficlentfor
any purpose of this Resolution (except as
otherwise herein expressly provided) If made In
the following manner, but the Trustee may
nevertheless in its discretion require further or
other proof in cases where it deems the same
desirable:
(1) The fact and date of the
execution by any Bondholder or his
attorney of such instrument may be
proved by the certificate, which need
not be acknowledged or verified, of an
officer of a bank or trust company
satisfactory to the Trustee or of any
notary public or other officer authorized
to take acknowledgments of deeds to
be recorded in the state In which she
purports to act, that the person signing
such request or other Instrument
acknowledged to him the execution
thereof, or by an affidavit of a witness of
such execution, duly sworn to before
such notary public or other officer. The
authority of the person or persons
executing any such instrument on
behalf of a corporate Bondholder may
be established without further proof if
such instrument is signed by a person
purporting to be the president or a vice
president of such corporation with a
corporate seal affixed and attested by a
person purporting to be its secretary or
an assistant secretary;
(2) The amount of Bonds
transferable by delivery held by any
person executing such request or other
Instrument as a Bondholder, and the
numbers and other identification
thereof, and the date of his holding such
Bonds, may be proved by a certificate,
which need not be acknowledged or
verified, satisfactory to the Trustee,
executed by an officer of a trust
company, bank, financial Institution or
other depository or member of the
National Association of Securities
Dealers, Inc. wherever situated,
showing that at the date therein
mentioned such person exhibited to
such officer or had on deposit with such
depository the Bonds described in such
certificate, Continued ownership after
the date stated in such certificate may
be proved by the presentation of such
certificate if the certificate contains a
statement by such officer that the
depository held that Bonds therein
ALASKA MUNICIPAL ROND RANK
General Obligation Bond ResolutionlCreatocl 7/13/05
referred to on the date of the certificate
and that they will not be surrendered
withoutthe surrender of the certificate to
the depository, except with the consent
of the Trustee, and a certificate of the
Trustee, which need not be
acknowledged or verified, that such
consent has not been given.
(B) Except in the case of Bonds
transferable by delivery only, the ownership of
Bonds and the amount, numbers and other
identification, and date of holding the same shall
be proved by the registry books. Any request,
consent or vote of the owner of any Bond shalt
bind all future owners of such Bond in respect of
anything done or suffered to be done by the
Bank or any Fiduciary in accordance therewith.
ARTICLE IX
COVENANTS OF THE BANK
The Bank covenants and agrees with
the Holders of the Bonds as follows:
Section 901 - Payment of Bonds. The
Bank shall duty 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 stated In the
Bonds according to the true intent and meaning
thereof, and shall duly and punctually pay, or
cause to be paid, all Sinking Fundinstaliments,
if any, becoming payable with respect to any
Series of Bonds.
Section 902- Extension of Payment of
Bonth. The Bank shall not directly or indirectly
extend or assent to the extension of the maturity
of any of the Bonds or the time of payment of
any claims for interest by the purchase or
funding of such Bonds or claims for interest or
by any other arrangement and in case the
maturity of any of the Bonds or the time for
payment of any claims for interest shall be
extended, such Bonds or claims for interest shall
not be entitled In case of any default under this
Resolution to the benefit of this Resolution or to
any payment out of any assets of the Bank or
the funds (except funds held in trust for the
payment of particular Bonds or claims for
interest pursuant to this Resolution) prior to
benefits accorded to or the payment of the
principal of all Bonds issued and Outstanding
PRO* 28
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 claims for interest. Nothing herein
shall be deemed to limit the right of the Bank to
issue Refunding Bonds as provided in Section
203 and such issuance shall not be deemed to
constitute an extension of maturity of Bonds.
Section 903 - Offices for Servicing
Bonds. The Bank shall at all times maintain an
office or agency Where Bonds may be presented
for transfer or exchange, and where notices,
presentations and demands upon the Bank in
respect of the Bonds or of this Resolution may
be served. The Bank hereby appoints the
Trustee as its he to maintain such office or
agency for the transfer or exchange of Bonds
and for the service of such notices,
presentations and demands upon the Bank and
may appoint one or more co-registrars for such
purposes. The Bank hereby appoints the
Trustee as Paying Agent and hereby appoints
the Paying Agent as its agent to maintain such
offices or agencies for the payment of Bonds.
Section 904 - Further Assurances. At
any and all times the Bank shall, so far as it may
be authorized by law, pass, make, do, executes
acknowledge and deliver, all and every such
further resolutions, acts, deeds, conveyances,
assignments, transfers and assurances as may
be necessary for the better assuring, conveying,
granting, assigning, confirming 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 Bank may
hereafter become bound to pledge or assign.
Section 905- Power to Issue Bonds and
Make Pledges, The Bank is duly authorized
pursuant to Iawto authorize and Issue the Bonds
for thepurposes herein authorized and to adopt
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 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
ALASKA MUNICIPAL BOND BANK
General Obligation Bond ResoluUonlCreated 7/13105
prior to, orof 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 or other
action on the part of the Bank to that and has
been duly and will be duly and validly taken.
The Bonds and the provisions of this Resolution
are and will be the valid and legally enforceable
obligations of the Bank in accordance with their
terms. The Bank shall 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 monies, securi
ties, funds and property pledged under this
Resolution and all the rights of the Bondholders
under this Resolution against all claims and
demands of all persons whomsoever.
Section 506 - General Covenants of th
(A) The Bank shall do and perform or
cause to be done and performed all acts and
things required to be done or performed by oron
behalf of the Bank under law and this Resolution
in accordance with the terms hereof,
(B) Upon the date of issuance of any of
the Bonds all conditions, acts and things
required by law and this 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 Bank, shall be
within every debt and other limit prescribed by
the laws of the State.
(C) The Bank 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 Bank 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.
(D) Upon failure of a Governmental Unit
to make any principal or interest payment on the
date specified In, and as required by, the
applicable Loan Agreement securing payment of
the Municipal Bonds the Trustee shalt
Page 29
immediately notify the Executive Director of the
Bank who shall then take the following actions:
(I) the Executive Director shall within
two days of the Governmental Units failure to
make the Municipal Bonds Payment pursuant to
the terms of the applicable Loan Agreement,
contact such Governmental Unit and request
payment;
(ii) in the event payment is not made by
the Governmental Unit pursuant to (I) above, the
Trustee shall make up such deficiencies from
the Reserve Fund as provided for in Section
603(E) of this Resolution;
(iii) in the event payment is not made by
the Governmental Unit pursuant to (I) above,
and the Reserve Fund Is drawn upon to make up
such deficiency pursuant to (it) above, the
Executive Director shell initiate intercept
proceedings with the applicable State agencies
pursuant to Section 917 of this Resolution;
(iv) in the event amounts collected
pursuant to (Ili) above are insufficient to
replenish amounts held in the Reserve Fund to
the Reserve Fund Requirement, the Executive
Director shall contact the Governor of the State
and the State legislature as set forth in Section
911 (B) of this Resolution; and
(v) if there remains a deficiency in the
Reserve Fund after the Executive Director has
exhausted the requirements found in (I) through
(iv) above the Executive Director shall request
a loan from the Department of Revenue
pursuantto AS 44.85.270(i) and provide forsuch
loan to be used to cause the amount In the
Reserve Fund to satisfy the Reserve Fund
Requirement.
Section 907 Accounts and Reports.
(A) The Bank 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 less than
twenty-five per centum (25%) in principal
ALASKA MUNICIPAL BOND SANK
General Obligation Bond Resolution/Created 7/13/05
amount of Bonds then Outstanding or their
representatives duly authorized in writing.
(B) The Bank shall annually, on or
before the last day of January in each year, file
With the Trustee a copy of an audit for the
preceding Fiscal Year, accompanied by an
Accountant's Certificate, and an annual report
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 Bank 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, 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
Trustee to each Bondholder who shall have filed
his name and address with the Bank for such
purpose.
Section 908 - Personnel and Servicing
of Proprg. (A) The Bank 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 Bank shall be qualified for their respective
positions.
(B) The Bank may pay to the repective
State agency, governmental unit or 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 reason-
able costs of any services performed for the
Bank.
Section 909 - Waiver of Laws. The
Bank shall not at any time insist upon or plead in
any manner whatsoever, or claim or take the
Pago
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 Bank.
Section 910 - Fees and Charges. The
Bank 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
Unit's 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
pursuantto 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 Bank; and
(b) To pay, as the same become due,
the Governmental Units Allocable Proportion of
the fees and expenses of the Trustee and
Paying Agents,
The Bank 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 Bank of
each and every failure of a Governmental Unit to
make payment of Fees and Charges when due
in accordance with the applicable schedule.
Section 911 -Administration of Reserve
Fund. (A) The Bank 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
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13/05
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 as
otherwise provided in this Resolution.
(5) The Bank shall cause the Chairman
of the Board of Directors of the Bank annually,
before each January 30, 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
Reserve Fund to the amount of the Required
Debt Service Reserve and a copy of such
certificate shall be promptly delivered by the
Bank to the Trustee. Monies received by the
Bank from the State pursuant to such a
certification, in accordance with the provisions of
Section 44.85.270(g) of the Act shall, 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, as required
by paragraph (D) of Section 603.
Section 912 - Issuance of Additional
Obligations. (A) The Bank 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 Bands 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 for the 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 Bank for any
purposes for which Bonds may have been
issued, and (v) subject to the provisions and
limitations of Section 203, the refunding of any
Bonds then Outstanding, under the conditions
Page 31
and subject to the limitations in this Section 912
provided.
(B) No additional Series of Bonds shall
be issued subsequent to the issuance of the
initial Series of Bonds under this Resolution
unless:
(1) the, aggregate principal amount of
Bonds and Notes of the Bank 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;
(2) 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 Debt
Service Fund and into the Reserve Fund;
(3) 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 add hional Bonds, shall not be less than the
Required Debt Service Reserve; and
(4) the maturities of, or Sinking Fund
Installments for, the additional Bondathen 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.
(C) The Bank expressly reserves the
right to adopt one or more other general
obligation bond resolutions and reserves the
right to issue Notes and any other obligations so
long as the some 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 Agreement
Provisions. No Loan shall be made by the Bank
from the proceeds of the sale of Bonds, and no
Bonds shall be issued by the Bank for the
purpose of providing funds with which to make a
ALASKA MUNICIPAL BOND SANK
General Obligailon Bond Resoluilon/Created 7/13/05
Loan, unless the Loan Agreement under which
such Loan is to be made shall comply with, and
no Bonds shall be issued by the Bank 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 Unitas defined by the 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 of the
Bank issued to make a Loan to the Governmen-
tal 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 Bank is required
to make on the Loan Obligation and shall be
scheduled by the Bank 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 Bank 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 Bank
at the times and in the amounts which will
enable the Bank 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
Bank on or before the times specified in the
Loan Agreement, any money payable to the
Governmental Unit by any department or agency
Page 32
of the State shall be withheld from such
Governmental Unit and paid over directly to the
Trustee acting under the General Obligation
Band Resolution and that the said agreement
shall be full warrant, authority and direction to
make such payment to any official of the State
responsible for such payment upon notice to
such official by the Bank as provided in the Act:
(g) The Bank 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 greater
than the Outstanding Bonds Issued with respect
to such Loan which are then redeemable, and in
the event of any such sale orredemption of such
Municipal Bonds, the same shall be in an
amount not less than the aggregate of (i) the
principal 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 Bank 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 Bank shall receive under Item (I)
above shall be the principal amount of such
Refunding Bonds Outstanding. In the event the
Loan Obligation has been refunded and the
interest the Bank is required to pay on the
Refunding Bands therefor is less than the
interest that the Bank was required to pay on the
Loan Obligation, the amount which the
Governmental Unit 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.
(h) The Governmental Unit shall give
the Bank at least fifty (50) days' notice of
Intention to redeem its Municipal Bonds.
Section 914 - Modification of Loan
Agreement Terms. The Bank shall not consent
to the modification of, or modify, the rate or rates
of Interest of, or the amount or time of payment
ALASKA MUNICIPAL BOND BANK
Genera! Obligation Bond ResoiufloWCrealed 7113/05
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 Bands evidencing
the same, In a manner which 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 Bands refunded, the Bank 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 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 Bank Is required to
pay on the Refunding Bonds Issued for the
purpose of refunding such original Bonds is less
than the interest the Bank was required to pay
on such original Bonds refunded by the Bank,
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 915 - Sale of Municial Bonds
by Bank. The Bank shall not sell any Municipal
Bonds except as provided in subsection (g) of
Section 913.
Section 916 - Disposition of the
Proceeds of Sale or Redemption of Municipal
Bonds, In the event Municipal Bonds or other
obligations securing a Loan shall be sold by the
Bank or redeemed by the Governmental Unit In
accordance with terms of the applicable Loan
Agreement, the Bank shall, upon such sale by
the Bank 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 Bank 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
Page 33
of the appropriate Bonds in accordance with the
provisions of this Resolution. The balance in
such applicable sub-account or sub-accounts of
such proceeds of sale or redemption of
Municipal Bonds after the redemption of the
Bonds to be redeemed shall be deposited In the
Operating Fund,
Section 917- Enforcement of Municipal
Bonds, The Bank shall 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
evidencing Loans made by the Bank, including
the prompt collection, and the giving of notice to
the Commissioner of Revenue, Commissioner of
Commerce 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 Payment 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
Payment 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.
Section 918 --Continuing Disclosure;
Bankruptcy. (A) The Bank hereby covenants
and agrees that it will comply with and carry out
all the provisions of each Continuing Disclosure
Certificate. Notwithstanding any other provision
of this Resolution, failure of the Bank to comply
with any Continuing Disclosure Certificate shall
not be considered an Event of Default, and any
Bondholder may take such actions only as may
be provided In such Continuing Disclosure
Certificate
(B) The Bank hereby covenants and
agrees that it will notify the Rating Agencies then
rating the Bonds of any change In the Act which
would permit itor require it to declare bankruptcy
under the Bankruptcy Code,
ALASKA MUNiCIPAL. BOND BANK
General Obligation Bond Resolution/Created 711$/05
Section 919- Tax Covenants. Th Bank
shall not knowingly take or cause any action to
be taken which would cause Interest on any
Bonds to become taxable for federal income tax
purposes. The Bank shall at all times do and
perform all acts and things necessary or
desirable, Including, but not limited to, complying
with the rebate provisions of Section 148 of the
Code, as applicable, and complying with the
provisions of any letter of instructions from bond
counsel, in order to assure that interest paid on
Bonds shall, for purposes of federal income
taxation, be excludable from the gross Income of
the recipients thereof and exempt from taxation.
The Bank shall not permit at any time or times
any proceeds of any Bonds or any amounts held
hereunder to be used, directly or indirectly, in a
manner which would result in the exclusion of
any Bond from the treatment afforded by
subsection (a) of Section 103 of the Code.
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 Bank 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:
(A) 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;
(B) To add to the covenants and
agreements of the Bank 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 Bank
contained in this Resolution;
page 34
(C) To prescribe further limitations and
restrictions upon the issuance of Bonds and the
incurring of indebtedness by the Bank which are
not contrary to or inconsistent with the limitations
and restrictions thereon theretofore in effect;
(ID) To surrender any right, power or
privilege reserved to or conferred upon the Bank
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 Bank contained in this
Resolution;
(E) 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;
(F) 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;
(0) 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 Bond hold.
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 which
Supplemental Resolution, upon the filing wlththe
Trustee of a copy thereof, certified by an
Authorized Officer and upon compliance with the
Article XI, shall become fully effective in
accordance with its terms as provided in said
Article.
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13/05
Section 1003 - Generaj Provisions
Relating to Series Resolutions and Supplemen-
tal Resolutions, This Resolution shall not be
modified or amended in any respect except as
provided In and in accordance with and subject
to the provisions of this Article X and Article Xi.
Nothing contained in this Article X or Article Xl
shall affect or limit the rights or obligations of the
Bank 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 Bank to execute and deliver to
the Trustee or any Paying Agent any instrument
which elsewhere in this Resolution it is 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 Bank
when filed with the Trustee shall be
accompanied by a Counsels 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
Bank and enforceable in accordance with its
terms (subject, as to enforcement of remedies,
to applicable bankruptcy, reorganization,
insolvency, moratorium, or other laws affecting
creditor's rights generally from time to time in
effect).
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 Bank
without the written consent of the Trustee or
Paying Agent affected thereby.
Pap 36
ARTICLE XI
AMENDMENTS
Section 1101 - Powers of Amendment.
Any modification or amendment of this
Resolution and of the rights and obligations of
the Bank and of the Holders of the Bonds, in any
particular, may be made by a Supplemental
Resolution, with the written consent given- as
hereinafter provided ln.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 is
given; provided, however, that 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 of such Series.
Section 1102-Consent of Bondholders.
(A) The Bank 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), together with a
request to Bondholders for their consent thereto,
shall be to by, or on behalf of, the Bank's to
Bondholders Such Supplemental Resolution
shall not be effective unless and until there shall
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13/05
have been filed with the Trustee (a) the written
consents of Holders of the percentages of
Outstanding Bonds specified in Section 1101
and (b) a Counsel's Opinion stating that such
Supplemental Resolution has been duly and
lawfully adopted and filed by the Bank in
accordance with the provisions of this
Resolution, Is authorized or permitted hereby
and Is valid and binding upon the Bank and
enforceable in accordance with its terms, and (Ii)
a notice shall have been mailed as hereinafter
provided In this Section.
(B) The consent of a Bondholder to any
modification or amendment 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
813. A certificate or certificates by the Trustee
filed with the Trustee that it has examined such
proof and that such proof is sufficient in
accordance with Section 813 shall be conclusive
that the consents have been given by the
Holders of the Bonds described in such
certificate or certificates of the Trustee. Any
such consent shall be binding upon the Holder of
the Bonds giving such consent and upon any
subsequent Holder of such Bonds and of any
Bonds Issued in exchange therefor (regardless
of whether such subsequent Holder thereof has
notice thereof) unless such consent is revoked
in wilting by the holder of such Bonds giving
such consent or a subsequent holder thereof by
tiling with the Trustee, prior to the time when the
written statement of the Trustee hereinafter
provided for in this Section is flied, 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 813. The fact that of
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 tile with the Trustee.
(C) 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 Bank
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
Page 36
consents have been so filed. At any time
thereafter notice, stating in substance that the
Supplemental Resolution adopted by the Bank
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,
may be given to Bondholders by the Bank by
mailing such notice to Bondholders at least once
not more than ninety days (90) 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
Bank shall file with the Trustee proof of the
publication of such notice and, if the same shall
have been mailed to Bondholders, of the mailing
thereof. A record, consisting of the papers
required or permitted by this Section 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 Bank,
the Fiduciaries and the Holders of all. Bonds at
the expiration of forty (40) days after 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 purpose commenced
within such forty day period; except that any
Fiduciary and the Bank during such forty day
period and any such further period during which
any such action or proceeding may be pending
shall be entitled in their absolute discretion to
take such action, or to refrain from taking such
action, with respect to such Supplemental
Resolution as they may deem expedient.
Section 4103 - Modifications by
Unanimous Consent. The terms and provisions
of this Resolution and the rights and obligations
of the Bank and of the Holders of the Bonds may
be modified or amended in any respect upon the
adoption and filing with the Trustee by the Bank
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
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resoiu(ionlCreafed 7113105
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 - Mailing and Publication.
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 Bank,
(ii) to each Holder of any Bond payable to bearer
who shall have filed with the Trustee an address
for notices, and (iii) to the Trustee.
Section 1105 - Exclusion of Bonds.
Bonds owned or held by or for the account of the
Bank 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 Bank 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
Bank shall furnish the Trustee a certificate of an
authorized Officer, upon which the Trustee may
rely, describing all Bonds so to be excluded.
Section 1106 - 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 Bank 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 Bank or the Trustee shall so determine,
new Bonds so modified as in the opinion of the
Trustee and the Bank 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.
Pag37
ARTICLE XII
DEFAULTS AND REMEDIES
Section 1201 - Trustee to Exercise
Powers of Statutory 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 44.85.310 and
320 of the Act and the right of Bondholders to
appoint a trustee pursuant to Section 44,85.310
and 320 of the Act is hereby abrogated pursuant
to Section 44.85,220(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 Bank 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 Bank shall fail or refuse to
comply with the provisions of Section
44.85.270(g) of the Act, or such amounts as
shall be certified by the Chair of the Bank to the
Governor and to the Legislature pursuant to
such provisions of the Act shall not be
appropriated and paid to the Bank prior to the
termination of the then current State fiscal year;
or
(c) the Bank shall fail or refuse to
comply with the provisions of the Act, otherthan
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 twenty-five per centum
(25%) in principal amount of the Outstanding
Bonds.
Provided, however, that an Event of
Default shall not be deemed to exist under the
provisions of this paragraph (c) upon the failure
of the Bank to make and collect Fees and
Charges required to be made and collected by
the provisions of this Resolution or upon the
ALASKA MUNICIPPJ. BOND BANK
General Obligation Sand ResolationiCreated 7113105
failure of the Bank to enforce any obligation
undertaken by a Governmental Unit pursuant to
a Loan Agreement including the making of the
stipulated Municipal Bonds Payment so long as
the Bank may otherwise be directed by law and
so long as the Bank 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 Bank 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, (A) 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 per centum (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:
(1) 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 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 Bank to carry out any other
covenant or agreement with Bondholders and to
perform its duties under the Act;
(2) by bringing suit upon the Bonds;
(3) by action or suit in equity, require
the Bank to account as if it were the trustee of
an express trust for the Holders of the Bonds;
(4) by action or suit in equity, enjoin any
acts or things which may be unlawful or in
Page 30
violation of the rights of the Holders of the
Bonds;
(0) 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 notice
in writing to the Bank, 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 Bank shall deposit with
the Trustee a sum sufficient to pay all principal
on the Bands 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 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
(other than 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 Bank 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.
(C) In the enforcement of any remedy
under this Resolution, the .Trustee shall be
entitled to sue for, enforce payment on and
ALASKA MUNICIPAL BOND BANK
General obligation Bond ResoIuJon/Created 7/13/06
receive any and all amounts then or during any
default becoming, and at any time remaining,
due from the Bank 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
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 Bank 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 Priority of Payments
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
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 Xli, 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 for the 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 shalt have become or have been
declared due and payable,
FIRST: To the payment to the persons
entitled thereto of all 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
Pnge39
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, whether at maturity or by call
for redemption, in the order of their due dates
and, if the amounts available shall not be suffi-
cient 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
tog ether 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 Bends.
Whenever monies are to be applied by
the Trustee pursuant to the provisions of this
Section 1204, 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 Bank, 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
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7113/05
fix the date (which shall be an interest payment
date unless the Trustee shall deem anotherdate
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 Bond unless 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.
The provisions of this Section 1204 are
in all respects subject to the provisions of
Section 902.
Section 1205 - Termination of
Proceedings, 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 Bank,
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
Proceedings. 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 con- current 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 otherwise 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 Rights 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
of any right under this Resolution or any right
Page 40
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 per centum (25%) In principal amount of the
Bonds then Outstanding shall have made written
request of the Trustee alter 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 under this
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. Notwithstanding the
foregoing provisions of this Section or any other
provisions of this Article XII, the obligation of the
Bank shall be absolute and unconditional to pay
the principal or Redemption Price or and interest
on the Bonds to the respective Holders thereof
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 by
Trustee Not Required, All rights of action under
this Resolution or under any of the Bonds,
enforceable by the Trustee, may beenforced by
it without the possession of any of the Bonds or
the production thereof on the trial or other
proceeding relative thereto, and any such suit,
ALASKA MUNICIPAL BONt SANK
General Obligation Sand Resolutten/Created 7fl3/05
action or proceeding instituted by the Trustee
shall be brought in its name for the benefit of all
the Holders of such Bonds, 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 1211 - Notice of Event of
Default. The Trustee shalt 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: (1) 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
Pogo 41
Trustee for that purpose; and (3) to such other
persons as is required by law.
ARTICLE XIII
DEFEASANCE
Section 1301 - Defeasance. (A) if the
Bank shall pay or cause to be paid to the
Holders of the Bonds, the principal and interest
and Redemption Price, if any, to become due
thereon, at the times and in the manner
stipulated therein and in this Resolution, and
also shall pay or cause to be paid all other sums
payable hereunder by the Bank, Including any
amounts payable to the United States, then the
pledge of any revenues and assets hereby
pledged and all other rights granted hereby
shall, at the election of the Bank (evidenced by
a certificate of an Authorized Officer filed with
the Trustee, signifying the intention of the Bank
to discharge all such indebtedness and this
Resolution and any Supplemental Resolution),
and notwithstanding that any Bonds shalt not
have been surrendered for payment, be
discharged and satisfied. In such event, the
Trustee shall, upon the written request of the
Bank, execute and deliver to the Bank all such
instruments as may be desirable to evidence
such discharge and satisfaction and the
Fiduciaries shalt pay over or deliver to the Bank
all moneys or securities held by them pursuant
to this Resolution which are not required for the
payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
(8) If funds shall have been set aside
and shall be held in trust by Fiduciaries for the
payment of principal, Interest and Redemption
Price (through deposit by the Bank of funds for
such payment or redemption or otherwise) at the
maturity or upon the date upon which such
Bonds have been duly called for redemption
thereof, such Bonds shall be deemed to have
been paid within the meaning and with the effect
expressed in subsection (A) of this Section. All
Outstanding 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 (A) of this Section if (I)
in case any of said Bonds are to be redeemed
on any date prior to their maturity, the Bank shall
have given to the Trustee inform satisfactory to
it irrevocable instructions to publish as provided
In Article IV notice of redemption on said date of
ALASKA MUNICIPAL BOND BANK
General Obligation Bond Resolution/Created 7/13/05
such Bonds, li) there shall have been deposited
with the Trustee either funds in an amountwhich
shall be sufficient, or Investment Securities
which are not subject to redemption prior to the
dates on which amounts will be needed to make
payments on the Bonds defeased and the
principal of and the interest on which when due
Will provide moneys which, together With the
moneys, if any, deposited with the Trustee at the
same time, shall be sufficient in the opinion of an
Accountant delivered to the Trustee, to pay
when due the principal or Redemption Price, if
any, and interest due and to become due on
said Bonds on any date prior to the redemption
date or maturity date thereof, as the case may
be, (iii) in the event said Bonds are not by their
terms subject to redemption within the next
succeeding sixty (60) days, the Bank shalt have
given the Trustee in form satisfactory to it
irrevocable instructions to mail a notice to the
Holders of such Bonds that the deposit required
by (ii) above has been made with the Trustee
and that said Bonds are deemed to have been
paid in accordance with this Section and stating
such maturity or redemption date upon which
moneys are to be available for the payment of
the principal or Redemption Price, if any, of said
Bonds and (Iv) a Counsel's Opinion stating tht
all conditions precedent to the satisfaction and
discharge of this Resolution have been complied
With, the defeasance complies with the terms of
this Resolution, and the defeasance will not
adversely affect the tax status of the Bonds.
Neither Investment Securities or moneys
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 any, of and
interest on said Bonds; provided that any cash
received from such principal or Interest
payments on such Investment Securities
deposited with the Trustee, If not then needed
for such purpose, shall, to the extent practicable,
be reinvested in Investment Securities maturing
at times and in amounts sufficient to pay when
due the principal or Redemption Price, if any,
and interest to become due on said Bonds on
and prior to such redemption date or maturity
date thereof, as the case may be, and interest
earned from such reinvestments shall be paid
over to the Bank, as received by the Trustee,
free and clear of any trust, lien or pledge.
Page 42
(C) If, through the deposit of moneys by
the Bank or otherwise, the Fiduciaries shall hold,
pursuant to this Resolution, moneys sufficient to
pay the principal and interest to maturity on all
Outstanding Bonds or to pay, in the case of
Bonds in respect of which the Bank shall have
taken all action necessary to redeem prior to
maturity, the Redemption Price and interest to
such redemption date, then at the written
request of the Bank all moneys held by any
Paying Agent shall be paid over to the Trustee
and, together with other moneys held by It
hereunder, shall be held by the Trustee for the
paymentor redemption of Outstanding Bonds,
(D) Anything in this Resolution to the
contrary notwithstanding, any moneys held by a
Fiduciary in trust for the payment and discharge
of any of the Bonds,which remain unclaimed for
one year after the date when all of the Bonds
have become due and payable, either at their
stated maturity dates or by call for earlier
redemption, if such moneys were held by the
Fiduciary at such date, or for one year after the
date of deposit of such moneys if deposited with
the Fiduciary after the said date when all of the
Bonds became due and payable, shall be repaid
by the Fiduciary .to the Bank, as its absolute
property and free from trust, and the Fiduciary
shall thereupon be released and discharged.
(E) 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 deposit 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 XIV
MISCELLANEOUS
Section 1401 - 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 Bank,
the Trustee or any Paying Agent and, after
written request received by the Trustee at least
ALASKA MUNICIPAL BOND BANK
General Obligation Bond ReaolutionJcreated 7/15/05
live business days priorto the date of inspection,
by any Holder of live percent in principal amount
of any Series of Outstanding Bonds, and their
agents and representatives, any of whom may
make copies thereof.
Section 1402 - 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 Bank,
Trustee, Paying Agents and the Holders of the
Bonds, remedies or claims under orby 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 oron behalf of the Bank
shall be for the sole and exclusive benefit of the
Bank, Trustee and Paying Agents and the
Holders from time to time of the Bonds,
Section 1403 - No Recourse Under
Resolution or on Bonds. All covenants,
stipulations, promises, agreements and
obligations of the Bank contained In this
Resolution shall be deemed to be the covenants,
stipulations, promises, agreements and
obligations of the Bank and not of any member,
officer or employee of the Bank 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 Bank or any
natural person executing the Bond,
Section 1404 - Severability, If any one
or more of the covenants, stipulations, promises,
agreements or obligations, provided in this
Resolution on the part of the Bank, 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 noway
affect the validity of the other provisions of this
Resolution.
Pago4
Section 1405- Headings. 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 1406 - Conflict. All resolutions
or parts of resolutions or other proceedings of
the sank in conflict herewith be and the same
are repealed Insofar as such conflict exists.
Section 1407 - GoverninJaw. This
Resolution and the Bonds Shall be construed in
accordance with, and governed by the laws of
the State of Alaska.
Section. 1408 - Effective Date. This
Resolution shall take effect immediately upon its•
adoption.
ALASKA MUNICIPAL BOND BANK
General Obligation Bond ResclutlonlCreated 7113/05
Pao44
333 Willoughby Avenue, 11th floor Tel (907) 465-2388
P.O. Box 110405
FAX (907) 465-2902
Juneau, Alaska 99811-0405
E-mail:ambba@revenue.state.ak.us
August 19, 2009
Bank of New York Mellon Trust
Corporate Trust Washington
Attn: Kathy Graves
601 Union Street, Suite 520
Seattle, WA 98101-2321
Dear Kathy:
Please see the enclosed Alaska Municipal Bond Bank Authority Resolution No, 200903 approved
at the May 28, 2009 Board meeting. As indicated in Section 3 the resolution will take effect upon
filing with the Bond Bank's Trustee. Please consider this letter with the accompanying resolution
the required filing.
Sincerely,
Dk'en Mitchell
E*cutive Director
ALASKA MUNICIPAL BOND BANK AUTHORITY
RESOLUTION NO. 2009-03
A SUPPLEMENTAL RESOLUTION AMENDING THE GENERAL OBLIGATION BOND
RESOLUTION OF THE ALASKA MUNICIPAL BOND BANK
WHEREAS, the Alaska Municipal Bond Bank (the "Bank') on July 13, 2005,
adopted its general obligation bond resolution entitled "A Resolution Creating And
Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank; Providing For The
Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of
And Interest On Said Bond, And, Providing For The Rights Of The Holders Thereof" (the
"General Bond Resolution"); and
WHEREAS, Section 1001(B) of the General Bond Resolution permits the Bank to
adopt a supplemental resolution without the consent of the bondholders for the purpose
of adding to the covenants and agreements of the Bank for the purpose of securing the
payments of the bonds issued under the General Bond Resolution; and
WHEREAS, the Bank is adopting this Resolution No. 2009-03 (the "Supplemental
Resolution") as a supplemental resolution under the General Bond Resolution for the
purpose of amending the General Bond Resolution; and
WHEREAS, the amendment to the General Bond Resolution contained in this
Supplemental Resolution will take effect immediately upon the filing with the Trustee a
copy of the Supplemental Resolution, certified by an Authorized Officer.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE ALASKA MUNICIPAL BOND BANK AS FOLLOWS:
Section 1 -Amendment to General Bond Resolution. Section 911 -Administration
of Reserve Fund is hereby amended to include new subsection (C) which is to read as
follows:
(C) The Bank shall use reasonable efforts to annually include in the
State's operating budget an appropriation to cause, if necessary,
amounts held in the Reserve Fund to equal the Reserve Fund
Requirement.
Section 2- Defined Terms. Except as otherwise defined herein, all capitalized terms
used herein shall have the meaning given such terms in the General Bond Resolution.
Section 3 - Effective Date. This Supplemental Resolution shall take effect
immediately upon filing with the Trustee a copy of this Supplemental Resolution, certified
by an Authorized Officer.
FIRST SUPPLEMENTAL RESOLUTION AUTHORIZING MODIFICATIONS
TO THE 2005 GENERAL OBLIGATION BOND RESOLUTION
OF THE ALASKA MUNICIPAL BOND BANK
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; 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 July 13, 2005,
as amended August 19, 2009 (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 Resolution authorizes modifications of any of the provisions of
the Resolution provided that such modifications shall not be effective until all Bonds of
any Series of Bonds Outstanding as of the date of such Supplemental Resolution shall
cease to be Outstanding; and
WHEREAS, it has been determined to be in the best interests of the Bank to
make certain modifications to the Resolution; and
WHEREAS, it is the purpose of this First Supplemental Resolution to modify the
terms of the Resolution as follows: (I) to authorize the Trustee to release to the Bank,
amounts held in the Reserve Fund which exceed the Required Debt Service Reserve
whenever there is a reduction in the Required Debt Service Reserve, (ii) to require the
Trustee to withdraw earnings and profits realized in the Reserve Fund, and to provide
such amounts to the Bank, on or before June 30 of each year, so long as the balance
therein equals the Required Debt Service Reserve, (iii) to allow for certain amendments
and modifications to the Resolution to be effective upon securing the consent of Holders
of at least two-thirds in principal amount of Bonds then Outstanding, and (iv) to establish
that consent of Holders of Bonds, when required under the terms of the Resolution,
includes the consent of an underwriter or purchaser of a Series of Bonds at the time
such Bonds are issued;
WHEREAS, in order to provide for the modifications to the Resolution, the Bank
has authorized the delivery of this First Supplemental Resolution;
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALASKA
MUNICIPAL BOND BANK AS FOLLOWS:
ARTICLE I
AUTHORITY AND DEFINITIONS
Section 101 - First Supplemental Resolution.
This First Supplemental Resolution (the 'Supplemental 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 Supplemental Resolution, unless otherwise defined herein, all capitalized
terms herein shall have the same meanings, respectively, as such terms are given in
Article I of the Resolution.
(1) "Effective Date" means the date this Supplemental Resolution is adopted
by the Bank.
ARTICLE II
MODIFICATIONS TO THE RESOLUTION
Section 201 - Authority to Modify the Resolution.
The Resolution, at Section 1001(F), authorizes the modification of any of the
provisions of the Resolution, effective only after all Bonds of any Series of Bonds
Outstanding as of the date of adoption of such Supplemental Resolution shall cease to
be Outstanding, and all Bonds issued thereafter shall contain a specific reference to the
modifications.
Section 202 - Modifications.
(a) Reduction of Required Debt Service Reserve. This Supplemental
Resolution authorizes the Trustee to release to the Bank amounts held in the Reserve
Fund which exceed the Reserve Fund Requirement whenever there is a reduction in the
Required Debt Service Reserve. The Bank agrees that any amounts released to it shall
be used in a manner which will not adversely impact the tax exempt status of any Bonds
issued pursuant to the terms of the Resolution. The Trustee shall have no duty or
obligation to monitor or determine whether the Bank's use of funds released from the
Reserve Fund adversely impacts the tax exempt states of any Bonds.
Sections 604(C)(1) and 607 of the Resolution are hereby modified as set forth on
Schedule A-I hereto, effective after all Bonds issued prior to the Effective Date shall
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cease to be Outstanding and satisfaction of the requirements set forth in Section 203
hereof.
(b) Withdrawal of Income and Interest Earned, and Profits Realized in the
Reserve Fund. Section 603(C) of the Resolution authorizes the Trustee to withdraw
from the Reserve Fund amounts derived from income or interest earned and profits
realized and to pay to the Bank such amounts on or before December 31 of each year
subject to certain condition set forth therein.
This Supplemental Resolution modifies Section 603(C) to require that income or
interest earned and profits realized from investments in the Reserve Fund be withdrawn
by the Trustee and paid to the Bank on or before June 30 of each year.
Section 603(C) of the Resolution is hereby modified as set forth in Schedule A-2
hereto, effective after all Bonds issued prior to the Effective Date shall cease to be
Outstanding and satisfaction of the requirements set forth in Section 203 hereof.
(c) Powers of Amendment. Section 1101 of the Resolution authorizes
modifications to, and amendments of, the Resolution subject to, among other things, the
written consent of the Bondholders of at least two-thirds in principal amount of the
Bonds Outstanding at the time such consent is given.
This Supplemental Resolution modifies Section 1101 of the Resolution to allow
modifications to, and amendments of, the Resolution, subject to the remaining
requirements set forth in Section 1101, effective upon the written consent of
Bondholders of at least two-thirds in principal amount of Bonds then Outstanding.
Section 1101 of the Resolution is hereby modified as set forth in Schedule A-3
hereto, effective after all Bonds issued prior to the Effective Date shall cease to be
Outstanding and satisfaction of the requirements set forth in Section 203 hereof.
(d) Consent of Underwriters or Purchasers of Bonds. This Supplemental
Resolution modifies Article Xl of the Resolution by adding Section 1107, providing that
for all purposes of Article Xl and Article X of the Resolution, an underwriter or purchaser
of a Series of Bonds may consent to a modification of, or amendment to, the Resolution
as Bondholder of such Bonds at the time such Series of Bonds is issued.
Article XI of the Resolution is hereby modified as set forth on Schedule A-4
hereto, effective after all Bonds issued prior to the Effective Date shall cease to be
Outstanding and satisfaction of the requirements set forth in Section 203 hereof.
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Section 203 - Effective Date.
The modifications of the Resolution as set forth in this Article U shall take effect
upon (i) the filing with the Trustee of a copy of this Supplemental Resolution adopted by
the Bank, certified by an Authorized Officer, (ii) the Bonds of each Series Outstanding
as of the Effective Date of this Supplemental Resolution shall cease to be Outstanding,
and (iii) the delivery to the Trustee of an Opinion of Counsel as required by Section
1003 of the Resolution. In addition, Bonds issued after the Effective Date shall include
language specifically referring to this Supplemental Resolution and the modifications to
the Resolution authorized herein.
ARTICLE Ill
MISCELLANEOUS
Section 304 - Chairman and Executive Director.
The Chairman and the Executive Director are each hereby authorized to execute
all documents and to take any action necessary or desirable to carry out the provisions
of this Supplemental Resolution.
Section 305 - Effective Date.
This Supplemental Resolution is hereby approved and adopted by the Bank this
19th day of February, 2013, which shall be the Effective Date as defined herein.
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Lu1I[•1II• I:l11*i]u1l[s]
:i.i'iu'
Release of Amounts Held in the Reserve Fund
[Strike-out = deletions; double underscore = insertions.]
Section 604(C)(1) of the Resolution is hereby modified to read as follows:
(C) The Trustee shall establish in the Redemption Account
a separate sub-account for the Bonds of each Series Outstanding.
(1) Any monies deposited into the Redemption Account
from any source other than pursuant to Section 607 or Section 916
shall be applied to the purchase or redemption of Bonds in a
manner to be determined by the Bank in accordance with Article IV.
Any monies deposited into the Redemption Account pursuant to
section 607 shall be applied to the purchase or redemption of
Reserve Fund Obligations in a manner to be determined by the
Bank in accordance with Article IV.
2. Section 607 of the Resolution is hereby modified to read as follows:
Section 607 - Reduction of Required —Debt Service Reserve.
Whenever the Required Debt Service Reserve is reduced and th
amount on deposit in the Reserve Fund exceeds of the Required
Debt Service Reserve is reduoe4, the Trustee ahall, Gtily upon the
written request of the Bank signed by an Authorized Officer, s4a4
withdraw such excess amounts from any amounts on deposit in the
Reserve Fund and provide the Bank with such amounts free and
clear of any lien or pledge created by the Resolution, deposit in the
Redemption Account any amount not exceeding the amount of
sueh- reducti on -of- the -Require4- Debt ServceResecve The amount
to be withdrawn from the Reserve Fund in each instance pursuant
to the provisions of this paragraph shall be determined by the Bank
and the amount thereof certified to the Trustee in writing signed by
an Authorized Officer. The Bank agrees that any amounts released
to it pursuant to this Section 607 shall be used in a manner which
will not adverslv impact the tax exempt status of any Bonds issued
pursuant to the terms of the Resolution.
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SCHEDULE A-2
Modification to Section 603(C) -Withdrawals from the Reserve Fund
[Strikeout = deletions; double underscore = insertions.]
Section 603(C) of the Resolution is hereby modified to read as follows:
(C) On or before December —al- June 30 of each year, 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 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.
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SCHEDULE A-3
Modification to Section 1101 - Powers of Amendment
[Strike-out = deletions; double underscore = insertions.]
Section 1101 of the Resolution is hereby modified to read as follows:
Section 1101 - Powers of Amendment. Any modification or
amendment of this Resolution and of the rights and obligations of
the Bank and of the Holders of the Bonds, 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 then 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 then
Outstanding at the time such consent is given; provided, however,
that 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 of such Series.
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SCHEDULE A-4
Consent of Underwriter or Purchaser Modification
[Strike-out = deletions; double underscore = insertions]
Article XI of the Resolution is modified by addition of Section 1107 to read as
follows:
Section 1107— Underwriter or Purchaser as Bondholder of Bonds
For all purposes of this Article XI and of Article X, an underwriter or
purchaser of a Series of Bonds may consent to an amendment of
this Resolution as a Bondholder of such Bonds at the time such
Series of Bonds is issued.
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