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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 Series Resolution No. 20 16-05, adopted
by the Board of Directors of the Bank on September 6, 2016, is a true and correct copy thereof
and has not been amended, superseded or repealed and is in full force and effect as of the date
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of November 2016.
A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF
GENERAL OBLIGATION AND REFUNDING BONDS, 2016 SERIES THREE AND 2016
SERIES FOUR OF THE ALASKA MUNICIPAL BOND BANK
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Page
Article I AUTHORITY AND DEFINITIONS .................................................................................................................................
Section 101 - Series Resolution . .............................................................................................................................. 1
Section 102 - Definitions . ........................................................................................................................................ 1
Article II AUTHORIZATION OF 2016 SERIES THREE AND FOUR BONDS............................................................................9
Section 201 - Principal Amount, Designation and Series . ....................................................................................... 9
Section 202 - Purposes of the 2016 Series Three and Four Bonds . ......................................................................... 9
Section 203 - Date, Maturities and Interest Rates...................................................................................................10
Section 204 - Interest Payments..............................................................................................................................10
Section 205 - Denominations, Numbers and Other Designation . ........................................................................... 10
Section 206 - Securities Depository........................................................................................................................11
Section 207 - Places and Manner of Payment.........................................................................................................12
Section 208 - Optional Redemption........................................................................................................................13
Section 209 - Mandatory Redemption . ................................................................................................................... 13
Section 210 - Sale of 2016 Series Three and Four Bonds; Bond Purchase Agreements.........................................13
Section 211 - Preliminary Official Statement and Official Statement . ................................................................... 14
Article III DISPOSITION OF BOND PROCEEDS.......................................................................................................................14
Section 301 - Disposition of Proceeds for Loan and Refunding Purposes..............................................................14
Section 302 - Reserve Fund Deposit; Bond Insurance............................................................................................15
Section 303 - Disposition of Remainder of Bond Proceeds....................................................................................16
Section 304 - Designation of Refunded Bonds . ...................................................................................................... 16
Section 305 - Escrow Agreement . .......................................................................................................................... 17
Section 306 - Election for Redemption of Refunded Bonds . ................................................................................. 17
Article IV EXECUTION AND FORM OF 2016 SERIES THREE AND FOUR BONDS ............................................................18
Section 401 - Execution and Form of 2016 Series Three and Four Bonds . ............................................................ 18
ArticleV MISCELLANEOUS .......................................................................................................................................................24
Section501 -Paying Agent . ................................................................................................................................... 24
Section 502 - Arbitrage Rebate . ............................................................................................................................. 24
Section 503 - 2016 Series Three and Four Debt Service Accounts . ....................................................................... 24
Section 504 - Tax Exemption and General Tax Covenant......................................................................................24
Section 505 - Arbitrage Covenant...........................................................................................................................24
Section 506 - Resolution Clarification....................................................................................................................25
Section 507 - Loan Agreements and 2016 Amendatory Loan Agreements . ........................................................... 25
Section 508 - Continuing Disclosure . ..................................................................................................................... 25
Section 509 - Chairman and Executive Director.....................................................................................................25
Section 510 - Effective Date . .................................................................................................................................. 26
Appendix A - Blanket Issuer Letter of Representations ...................................................... A-1
Appendix B - Form of Continuing Disclosure Certificate ................................................... B-i
Appendix C - Forms of Loan Agreement and Amendatory Loan Agreement .............................. C- 1
Appendix D - Form of Issue Price Certificate ...................................................................D-1
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
RESOLUTION11 NO. 2016-05
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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 (as further defined in
Section 102 hereof, the "Resolution"), has created and established an issue of Bonds of the Bank;
and
WHEREAS, the Resolution authorizes the issuance of said Bonds in one or more series
pursuant to a Series Resolution authorizing each such series; and
WHEREAS, the Board of Directors of the Bank has determined that it is necessary and
desirable that the Bank issue at this time a Series of Bonds in an aggregate principal amount of
not to exceed $95,000,000, to be designated "Alaska Municipal Bond Bank General Obligation
and Refunding Bonds, 2016 Series Three" and a Series of Bonds in an aggregate principal
amount of not to exceed $36,000,000, to be designated "Alaska Municipal Bond Bank General
Obligation and Refunding Bonds, 2016 Series Four" (or otherwise as provided in Section 201
hereof), to provide moneys to carry out the purposes of the Bank;
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALASKA
MUNICIPAL BOND BANK AS FOLLOWS:
ARTICLE I
AUTHORITY AND DEFINITIONS
Section 101- Series Resolution.
This Series Resolution (the "2016 Series Three and Four 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 2016 Series Three and Four Resolution and with respect to the 2016 Series Three
and Four Bonds:
(1) Unless otherwise defined in Article I herein, all capitalized terms herein shall
have the meanings given to such terms in Article I of the Resolution.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
(2) "Bank" shall mean the Alaska Municipal Bond Bank (in the Act also referred to
as the "Alaska Municipal Bond Bank Authority").
(3) "Beneficial Owner" shall mean the person in whose name a 2016 Series Three or
Four Bond, as applicable, is recorded as the beneficial owner of such 2016 Series Three or Four
Bond by the respective systems of The Depository Trust Company and Depository Trust
Company Participants or the Holder of the 2016 Series Three or Four Bond if such 2016 Series
Three or Four Bond is not then held in book-entry form pursuant to Section 206.
(4) "Bond Purchase Agreement" shall mean one or more bond purchase agreements
entered into among one or more Underwriters and the Bank, providing for the purchase and the
terms of the 2016 Series Three and Four Bonds of one or more series.
(5) "Bond Year" shall mean each one-year period that ends on an anniversary of the
date of issue of the 2016 Series Three and Four Bonds.
(6) "Chairman" shall mean the chairman of the Board of Directors of the Bank.
(7) "Code" shall mean the Internal Revenue Code of 1986, together with all
regulations applicable thereto.
(8) "Continuing Disclosure Certificate" shall mean the Continuing Disclosure
Certificate executed by the Bank and dated the date of issuance and delivery of the 2016 Series
Three and Four Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
(9) "Depository Trust Company" or "DTC" shall mean The Depository Trust
Company, a limited purpose trust company organized under the laws of the State of New York,
and its successors and assigns.
(10) "Depository Trust Company Participant" or "DTC Participant" shall mean a trust
company, bank, broker, dealer, clearing corporation and any other organization that is a
participant of Depository Trust Company.
(11) "Escrow Agent" shall mean the Trustee, currently The Bank of New York Mellon
Trust Company, N.A., as escrow agent.
(12) "Escrow Agreement" shall mean the agreement entered into by and between the
Bank and the Escrow Agent, dated the date of issuance of the 2016 Series Three and Four Bonds,
securing payment for the Refunded Bonds.
(13) "Excess Investment Earnings" shall mean the amount of investment earnings on
gross proceeds of the 2016 Series Three and Four Bonds determined by the Bank to be required
to be rebated to the United States of America under the Code.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 2
(14) "Financial Advisor" shall mean Western Financial Group, LLC.
(15) "Juneau" shall mean the City and Borough of Juneau, Alaska.
(16) "Letter of Representations" shall mean the Blanket Issuer Letter of
Representations dated May 2, 1995, from the Bank to DTC, a copy of which is attached hereto as
Appendix A, and the operational arrangements referred to therein.
(17) "Loan Agreement" shall mean, collectively, each of the following pertaining to
the repayment of a Loan or Loans to the Governmental Unit as provided for herein: (a) the
agreement by and between the Bank and Juneau for the purpose of financing costs of certain
capital improvements; (b) the agreement by and between the Bank and Juneau for the purpose of
refunding all or a portion of the 2006B Bonds; and (c) the agreement by and between the Bank
and the City of Ketchikan, Alaska, for the purpose of financing certain capital improvements to
the City of Ketchikan's harbor facilities.
(18) "National" shall mean National Public Finance Guarantee Corporation, a
monoline insurance company.
(19) "New-Money Portion" shall mean the 2016 Series Three and Four Bonds and the
proceeds thereof other than the Refunding Portion.
(20) "Official Statement" shall have the meaning assigned thereto in Section 211
hereof.
(21) "Preliminary Official Statement" shall have the meaning assigned thereto in
Section 211 hereof.
(22) "Record Date" shall mean the date fifteen calendar days preceding each interest
payment date with respect to the 2016 Series Three and Four Bonds.
(23) "Refunded Bonds" shall mean, in each case, all or a portion of the following
Outstanding Bonds that the Chairman or the Executive Director designates to be refunded
pursuant to Section 304 hereof-
(i) at the request of:
(a) the City of Ketchikan, Alaska, $30,845,000 aggregate principal amount
of the outstanding 2006 Series Two Bonds, maturing on December 1,
2017 through 2035;
(b) the Petersburg Borough, Alaska $1,270,000 aggregate principal
amount of the outstanding 2007 Series One Bonds, maturing on December
1 of 2017 through 2026;
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 3
(c) the City of Nome, Alaska $665,000 aggregate principal amount of the
outstanding 2007 Series One Bonds, maturing on December 1 of 2017
through 2020;
(d) the Northwest Arctic Borough, Alaska $4,595,000 aggregate principal
amount of the outstanding 2007 Series One Bonds, maturing on December
1 of 2017 through 2020;
(e) the City of Seward, Alaska $1,075,000 aggregate principal amount of
the outstanding 2007 Series One Bonds, maturing on December 1 of 2017
through 2021;
(f) the City of Wasilla, Alaska $810,000 aggregate principal amount of the
outstanding 2007 Series One Bonds, maturing on December 1 of 2017
through 2018;
(g) the City and Borough of Sitka, Alaska $1,625,000 aggregate principal
amount of the outstanding 2007 Series One Bonds, maturing on December
1 of 2017 through 2018;
(h) the Aleutians East Borough, Alaska $19,445,000 aggregate principal
amount of the outstanding 2007 Series Two Bonds, maturing on
December 1 of 2017 through 2028;
(i) the Kenai Peninsula Borough, Alaska, $2,945,000 aggregate principal
amount of the outstanding 2007 Series Two Bonds, maturing on
December 1 of 2017 through 2023;
(j) the City of Bethel, Alaska, $2,295,000 aggregate principal amount of
the outstanding 2007 Series Three Bonds, maturing on September 1 of
2018 through 2027;
(k) the City of Kodiak, Alaska, $5,060,000 aggregate principal amount of
the outstanding 2007 Series Five Bonds, maturing on September 1 of 2018
through 2032, inclusive, and 2037;
(1) the City of Dillingham, Alaska $9,190,000 aggregate principal amount
of the outstanding 2008 Series One Bonds, maturing on April 1 of 2019
through 2028;
(m) the City of Kodiak, Alaska $6,280,000 aggregate principal amount of
the outstanding 2008 Series One Bonds, maturing on April 1 of 2019
through 2038;
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 4
(n) the Kodiak Island Borough, Alaska $5,620,000 aggregate principal
amount of the outstanding 2008 Series One Bonds, maturing on April 1 of
2017 through 2028;
(o) the Municipality of Skagway, Alaska $3,060,000 aggregate principal
amount of the outstanding 2008 Series Two Bonds, maturing on June 1 of
2019 through 2028; and
(p) the City of Kodiak, Alaska $800,000 aggregate principal amount of the
outstanding 2009 Series One Bonds, maturing on September 1 of 2019
through 2037;
(ii) the 2006 Series Two Bonds, the 2007 Series One Bonds, the 2007 Series Two
Bonds, the 2008 Series One Bonds, the 2008 Series Two Bonds and the 2009 Series One
Bonds that constitute Reserve Obligations, to be redeemed, as determined by the
Chairman or the Executive Director pursuant to Section 304 hereof.
(24) "Refunding Portion" shall mean (i) the portion of 2016 Series Three and Four
Bonds and the proceeds thereof allocable to the refunding of the Refunded Bonds; and (ii) if so
determined by the Chairman or the Executive Director pursuant to Section 304 hereof, the
portion, if any, of 2016 Series Three and Four Bonds that are issued as Reserve Obligations.
(25) "Resolution" shall mean the General Bond Resolution adopted by the Board of
Directors on July 13, 2005, as amended by a Supplemental Resolution, Resolution No. 2009-03,
adopted by the Board of Directors on May 28, 2009 and effective on August 19, 2009; and by a
First Supplemental Resolution, Resolution No. 2013-02, adopted by the Board of Directors on
February 19, 2013, the amendments in which are effective after all Bonds issued prior to
February 19, 2013 are no longer outstanding and the requirements of such First Supplemental
Resolution are satisfied.
(26) "Surety Bond Issuer" shall mean the Credit Enhancement Agency, if any, selected
by the Chairman or the Executive Director to provide Credit Enhancement for a portion of the
Reserve Fund Requirement.
(27) "2006 Series Two Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2006 Series Two, which are currently outstanding in the principal amount of
$33,540,000.
(28) "2006B Bonds" shall mean the City and Borough of Juneau, Alaska General
Obligation School Bond, 2006B, issued by Juneau and currently outstanding in the principal
amount of $18,560,000.
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 5
(29) "2007 Series One Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2007 Series One, which are currently outstanding in the principal amount of
$14,285,000.
(30) "2007 Series Two Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2007 Series Two, which are currently outstanding in the principal amount of
$23,170,000.
(31) "2007 Series Three Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2007 Series Three, which are currently outstanding in the principal amount of
$3,230,000.
(32) "2007 Series Five Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2007 Series Five, which are currently outstanding in the principal amount of
$5,190,000.
(33) "2008 Series One Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2008 Series One, which are currently outstanding in the principal amount of
$28,040,000.
(34) "2008 Series Two Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2008 Series Two, which are currently outstanding in the principal amount of
$5,650,000.
(35) "2009 Series One Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation Bonds, 2009 Series One, which are currently outstanding in the principal amount of
$3,040,000.
(36) "2016 Amendatory Loan Agreements" shall mean, collectively:
(a) the agreement by and between the Bank and the City of Ketchikan, Alaska, to
be dated the date of sale of the 2016 Series Three and Four Bonds, amending certain
terms of the loan agreement entered into by the parties, dated July 1, 2006.
(b) (i) the agreement by and between the Bank and the Petersburg Borough,
Alaska (formerly the City of Petersburg, Alaska), to be dated the date of sale of the 2016
Series Three and Four Bonds, amending certain terms of the loan agreement entered into
by the Bank and the City of Petersburg, Alaska, dated October 1, 2000, as amended in the
amendatory loan agreement entered into by the Bank and the City of Petersburg, Alaska,
dated January 1, 2007, and (ii) the agreement by and between the Bank and the
Petersburg Borough, Alaska, to be dated the date of sale of the 2016 Series Three and
Four Bonds, amending certain terms of the loan agreement entered into by the Bank and
the City of Petersburg, Alaska, dated January 1, 2007;
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 6
(c) the agreement by and between the Bank and the City of Nome, Alaska, to be
dated the date of sale of the 2016 Series Three and Four Bonds, amending certain terms
of the loan agreement entered into by the parties, dated November 15, 2000, as amended
by the amendatory loan agreement entered into by the parties, dated January 1, 2007;
(d) the agreement by and between the Bank and the Northwest Arctic Borough,
Alaska, to be dated the date of sale of the 2016 Series Three and Four Bonds, amending
certain terms of the loan agreement entered into by the parties, dated August 1, 2001, as
amended by the amendatory loan agreement entered into by the parties, dated January 1,
2007;
(e) the agreement by and between the Bank and the City of Seward, Alaska, to be
dated the date of sale of the 2016 Series Three and Four Bonds, amending certain terms
of the loan agreement entered into by the parties, dated December 1, 2000, as amended
by the amendatory loan agreement entered into by the parties, dated January 1, 2007;
(f) the agreement by and between the Bank and the City and Borough of Sitka,
Alaska, to be dated the date of sale of the 2016 Series Three and Four Bonds, amending
certain terms of the loan agreement entered into by the parties, dated April 1, 1999, as
amended by the amendatory loan agreement entered into the parties, dated January 1,
2007;
(g) the agreement by and between the Bank and the City of Wasilla, Alaska, to be
dated the date of sale of the 2016 Series Three and Four Bonds, amending certain terms
of the loan agreement entered into by the parties, dated April 1, 1998, as amended by the
amendatory loan agreement entered into by the parties, dated January 1, 2007;
(h) the agreement by and between the Bank and the Aleutians East Borough,
Alaska, to be dated the date of sale of the 2016 Series Three and Four Bonds, amending
certain terms of the loan agreement between the parties, dated September 1, 2003, as
amended by the amendatory loan agreement entered into by the parties, dated April 1,
2007;
(i) the agreement by and between the Bank and the Kenai Peninsula Borough,
Alaska, to be dated the date of sale of the 2016 Series Three and Four Bonds, amending
certain terms of the loan agreement entered into by the parties, dated September 1, 2003,
as amended by the amendatory loan agreement entered into by the parties, dated April 1,
2007, and as amended further by the amendatory loan agreement entered into by the
parties, dated September 1,2011;
(j) the agreement by and between the Bank and the City of Bethel, Alaska, to be
dated the date of sale of the 2016 Series Three and Four Bonds, amending certain terms
of the loan agreement entered into by the parties dated July 1, 2007;
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 201605
Page 7
(k) (i) the agreement by and between the Bank and the City of Kodiak, Alaska to
be dated the date of sale of the 2016 Series Three and Four Bonds, amending certain
terms of the loan agreement (Harbor Project) entered into by the parties, dated December
1, 2007 (ii) the agreement by and between the Bank and the City of Kodiak, Alaska, to be
dated the date of sale of the 2016 Series Three and Four Bonds, amending certain terms
of the loan agreement (Boat Lift Project) entered into by the parties, dated December 1,
2007; (iii) the agreement by and between the Bank and the City of Kodiak, Alaska, to be
dated the date of sale of the 2016 Series Three and Four Bonds, amending certain terms
of the loan agreement entered into by the parties, dated April 1, 2008; and (iv) the
agreement by and between the Bank and the City of Kodiak, Alaska, to be dated
November 1, 2016, amending certain terms of the loan agreement entered into by the
parties, dated January 1, 2009;
(1) the agreement by and between the Bank and the City of Dillingham, Alaska, to
be dated the date of sale of the 2016 Series Three and Four Bonds, amending certain
terms of the loan agreement entered into by the parties, dated April 1, 2008;
(m) the agreement by and between the Bank and the Kodiak Island Borough,
Alaska, to be dated the date of sale of the 2016 Series Three and Four Bonds, amending
certain terms of the loan agreement entered into by the parties, dated April 1, 2008; and
(n) the agreement by and between the Bank and the Municipality of Skagway,
Alaska, to be dated the date of sale of the 2016 Series Three and Four Bonds, amending
certain terms of the loan agreement entered into by the parties dated July 1, 2008;
(37) "2016 Bond Credit Enhancement" shall mean a Credit Enhancement, if any,
issued by a 2016 Bond Insurer on the date of issuance of the 2016 Series Three and Four Bonds
for the purpose of further securing the payment of the principal of and interest on all or a portion
of one or more series of the 2016 Series Three and Four Bonds.
(38) "2016 Bond Insurer" shall mean a monoline insurance company, if any, selected
by the Chairman or the Executive Director to provide a 2016 Bond Credit Enhancement to
further secure the payment of the principal of and interest on all or a portion of one or more
series of the 2016 Series Three and Four Bonds.
(39) "2016 Series Four Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation and Refunding Bonds, 2016 Series Four authorized in Article II hereof.
(40) "2016 Series Three Bonds" shall mean the Alaska Municipal Bond Bank General
Obligation and Refunding Bonds, 2016 Series Three authorized in Article II hereof.
(41) "2016 Series Three and Four Bonds" shall mean, collectively, the 2016 Series
Three Bonds, the 2016 Series Four Bonds and any additional series of Bonds authorized in
Article II hereof.
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 8
(42) "2016 Reserve Fund Credit Enhancement" shall mean the Credit Enhancement, if
any, issued by the Surety Bond Issuer on the date of issuance of the 2016 Series Three and Four
Bonds for the purpose of satisfying a portion of the Reserve Fund Requirement.
(43) "2016 Reserve Fund Credit Enhancement Agreement" shall mean (i) if National
is the Surety Bond Issuer, the Financial Guaranty Agreement, dated March 1, 2016, between the
Bank and National or (ii) if another provider is selected as the Surety Bond Issuer, a letter of
credit, a policy from a monoline insurance company or an agreement with the State or with any
department, political subdivision or agency thereof, credited to the Reserve Fund to satisfy all or
a portion of the Reserve Fund Requirement, approved by the Authorized Officer in accordance
with the provisions of Section 302 hereof.
(44) "Underwriters" shall mean RBC Capital Markets, LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Goldman, Sachs & Co., the underwriters of the 2016 Series
Three and Four Bonds.
ARTICLE II
AUTHORIZATION OF 2016 SERIES THREE AND FOUR BONDS
Section 201- Princinal Amount. Designation and Series.
Pursuant to the provisions of the Resolution, a Series of Bonds designated as "Alaska
Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series Three" is hereby
authorized to be issued in an aggregate principal amount not to exceed $95,000,000, and a Series
of Bonds designated as "Alaska Municipal Bond Bank General Obligation and Refunding
Bonds, 2016 Series Four" is hereby authorized to be issued in an aggregate principal amount not
to exceed $36,000,000. The Chairman or the Executive Director, in consultation with the Bank's
Financial Advisor, shall determine the number of series and the series names and designations of
each series of 2016 Series Three and Four Bonds, provided that the aggregate principal amount
of all Series of Bonds issued pursuant to this 2016 Series Three and Four Resolution does not
exceed $131,000,000.
The Chairman or the Executive Director is authorized hereby to change the designation
of the 2016 Series Three and Four Bonds, and/or to establish additional series, or to consolidate
into a single series, and determine designations thereof.
Section 202- Purposes of the 2016 Series Three and Four Bonds.
The purposes for which the 2016 Series Three and Four Bonds are being issued are (i) to
make Loans to the Governmental Units to the extent and in the manner provided in Article III,
including in the case of the Refunding Portion, to refund the portions of the outstanding 2006
Series Two Bonds, 2007 Series One Bonds, the 2007 Series Two Bonds, the 2007 Series Three
Bonds, the 2007 Series Five Bonds, the 2008 Series One Bonds, the 2008 Series Two Bonds and
the 2009 Series One Bonds that the Chairman or the Executive Director designates to be
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 9
refunded pursuant to Section 304 hereof; (ii) to satisfy the Reserve Fund Requirement as
provided in Section 302 hereof and (iii) to finance costs of issuance of the 2016 Series Three
and Four Bonds.
Section 203- Date, Maturities and Interest Rates.
The 2016 Series Three and Four Bonds of each series shall be dated the date the 2016
Series Three and Four Bonds of such series are delivered to the Underwriters of such series,
subject to the terms and conditions set forth in this 2016 Series Three and Four Resolution and in
the applicable Bond Purchase Agreement. Subject to adjustment as provided for in this Section
203, the 2016 Series Three and Four Bonds of each series shall mature, or have Sinking Fund
Installments due, on December 1, 2016 and thereafter on December 1 in each of the years and in
the principal amounts to be set forth in the applicable Bond Purchase Agreement, authorized
below.
The number of series of 2016 Series Three and Four Bonds, the names and designations
of, the aggregate principal amount of, the principal amount of each maturity, the amount of each
Sinking Fund Installment, if any, and the maturity dates and interest rates of the 2016 Series
Three and Four Bonds of each series shall be fixed and determined by the Chairman or by the
Executive Director at the time the Bond Purchase Agreement for each such series is signed
pursuant to Section 210 hereof, but subject to the limitations set forth in Sections 201 and 210
hereof.
Section 204- Interest Payments.
The 2016 Series Three and Four Bonds of each series shall bear interest from their date of
delivery to the Underwriters, payable on each June 1 and December 1, commencing December 1,
2016 (or such other date or dates as may be fixed and determined by the Chairman or the
Executive Director at the time the Bond Purchase Agreement for such series of 2016 Series
Three and Four Bonds is signed), and computed on the basis of a 360-day year composed of
twelve thirty-day months.
Section 205- Denominations, Numbers and Other Designation.
The 2016 Series Three and Four Bonds of each series shall be issued in registered form in
the denomination of $5,000 or any integral multiple thereof within a maturity and interest rate,
not exceeding the aggregate principal amount of the 2016 Series Three and Four Bonds
authorized herein. The 2016 Series Three and Four Bonds of each series shall be numbered
serially with any additional designation that the Chairman or the Executive Director deems
appropriate.
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 10
Section 206- Securities Deoosito
(1) The 2016 Series Three and Four Bonds shall be registered initially in the name of
"Cede & Co.," as nominee of DTC, and shall be issued initially in the form of a single bond for
each series, maturity and interest rate, in the aggregate principal amount for such series, maturity
and interest rate. Transfers of ownership of the 2016 Series Three and Four Bonds or any
portions thereof, may not thereafter be registered except transfers (i) to any successor of DTC or
its nominee, provided that any such successor shall be qualified under any applicable laws to
provide the service proposed to be provided by it; (ii) to any substitute depository or such
substitute depository's successor; or (iii) to any person as provided in paragraph (4) below.
(2) Upon the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository or a determination by the Bank that it is no longer in
the best interest of Beneficial Owners to continue the system of book-entry transfers through
DTC or its successors (or any substitute depository or its successor), the Bank may appoint a
substitute depository or provide that 2016 Series Three and Four Bonds no longer be held by a
depository and instead be held as provided in paragraph (4). Any substitute depository shall be
qualified under any applicable laws to provide the services proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (i) or (ii) of paragraph (1) above, the
Trustee shall, upon receipt of all Outstanding 2016 Series Three and Four Bonds of a series,
together with a written request of an Authorized Officer and a supply of new 2016 Series Three
and Four Bonds of such series, authenticate a single new 2016 Series Three and Four Bond for
the Outstanding 2016 Series Three and Four Bonds of such series for each maturity and interest
rate, registered in the name of such successor or such substitute depository, or its nominee, as the
case may be, all as specified in such written request.
(4) In the event that (i) DTC or its successor (or substitute depository or its successor)
resigns from its functions as depository, and no substitute depository can be obtained, or (ii) the
Bank determines that it is in the best interest of the Beneficial Owners that they be able to obtain
Bond certificates, the ownership of 2016 Series Three and Four Bonds of such series may then
be transferred to any person or entity as provided in the Resolution and the 2016 Series Three
and Four Bonds of such Series shall no longer be held in book-entry form. An Authorized
Officer shall deliver a written request to the Trustee to authenticate 2016 Series Three and Four
Bonds of such series as provided in the Resolution in any authorized denomination, together with
a supply of definitive Bonds. Upon receipt of all then Outstanding 2016 Series Three and Four
Bonds of such series by the Trustee, together with a written request of an Authorized Officer to
the Trustee, new 2016 Series Three and Four Bonds of such series shall be issued and
authenticated in such denominations and registered in the names of such persons as are requested
in such written request.
(5) For so long as the 2016 Series Three and Four Bonds are held in book-entry form
under this Section, the Bank and the Trustee may treat DTC (or its nominee) or any substitute
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 11
depository (or its nominee) as the sole and exclusive registered owner of the 2016 Series Three
and Four Bonds registered in its name for the purposes of payment of principal or Redemption
Price of and interest on such 2016 Series Three and Four Bonds, selecting such 2016 Series
Three and Four Bonds, or portions thereof to be redeemed, giving any notice permitted or
required to be given to Bondholders under the Resolution (except as otherwise provided pursuant
to Section 508 hereof), registering the transfer of such 2016 Series Three and Four Bonds and
obtaining any consent or other action to be taken by Bondholders and for all other purposes
whatsoever; and neither the Bank nor the Trustee shall be affected by any notice to the contrary.
Neither the Bank nor the Trustee shall have any responsibility or obligation to any DTC
Participant, any person claiming a beneficial ownership interest in the 2016 Series Three and
Four Bonds under or through DTC or any DTC Participant, or any other person not shown on the
registration books of the Trustee as being a registered owner, with respect to the accuracy of any
records maintained by DTC or any DTC Participant (or by any substitute depository or
participant); the payment by DTC or any DTC Participant (or by any substitute depository or
participant) of any amount in respect of the principal or Redemption Price of or interest on the
2016 Series Three and Four Bonds, any notice that is permitted or required to be given to
Bondholders under the Resolution, the selection by DTC or any DTC Participant (or by any
substitute depository or participant) of any person to receive payment in the event of a partial
redemption of the 2016 Series Three and Four Bonds, or any consent given or other action taken
by DTC as Bondholder. The Trustee shall pay from money available under the Resolution all
principal and Redemption Price of and interest on 2016 Series Three and Four Bonds only to or
upon the order of DTC of the 2016 Series Three and Four Bonds are then requested to DTC or its
nominee, and all such payments shall be valid and effective to fully satisfy and discharge the
Bank's obligations with respect to the principal or Redemption Price of and interest on the 2016
Series Three and Four Bonds to the extent of the sum or sums so paid.
Section 207- Places and Manner of Payment.
For so long as all Outstanding 2016 Series Three and Four Bonds are registered in the
name of Cede & Co. or its registered assigns, payment of principal and interest thereon shall be
made as provided in the Letter of Representations and the operational arrangements referred to
therein as amended from time to time. In the event that the 2016 Series Three and Four Bonds
are no longer registered in the name of Cede & Co. or its registered assigns or to a successor
securities depository, (i) payment of interest on the 2016 Series Three and Four Bonds will be
made by check or draft mailed by first class mail to the registered owner, at the address
appearing on the Record Date on the bond register of the Bank kept at the corporate trust office
of the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in
principal amount of 2016 Series Three and Four Bonds received at least fifteen (15) days prior to
an interest payment date, by wire transfer in immediately available funds to an account in the
United States of America designated by such registered owner; and (ii) principal of the 2016
Series Three and Four Bonds will be payable at the corporate trust office of the Trustee upon
surrender of the 2016 Series Three and Four Bonds representing such principal. Both principal
of and interest on the 2016 Series Three and Four Bonds are payable in any coin or currency of
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 12
the United States of America which, on the respective dates of payment thereof, shall be legal
tender for the payment of public and private debts.
Section 208- Optional Redemption.
(a) The Chairman and the Executive Director are, and each of them is, hereby authorized
to determine the optional redemption provisions, if any, for the 2016 Series Three and Four
Bonds of each series, and such provisions shall be included in the applicable Bond Purchase
Agreement and in the form of the 2016 Series Three and Four Bond of such series.
(b) Unless otherwise determined by the Chairman or Executive Director by the time the
applicable Bond Purchase Agreement is executed, notice of optional redemption shall be given at
least 20 days, and not more than 60 days, prior to the date fixed for redemption of the 2016
Series Three and Four Bonds to be redeemed and in addition to the requirements of Section
402(A)(1) through (5) and of Section 402(A)(7) of the Resolution, such notice of optional
redemption shall state that it is a conditional notice and that on the date fixed for redemption,
provided that moneys sufficient to redeem the 2016 Series Three and Four Bonds specified in
such notice are on deposit with the Trustee, the redemption price will become due and payable
and interest thereon will cease to accrue from and after said date.
Section 209- Mandatory Redemption.
The Chairman or the Executive Director are, and each of them is, hereby authorized to
approve the mandatory redemption provisions, if any, for the 2016 Series Three and Four Bonds
of each series that are term bonds, and such provisions shall be included in the applicable Bond
Purchase Agreement and in the form of the 2016 Series Three and Four Bond of such series.
Unless otherwise determined by the Chairman or Executive Director by the time the
applicable Bond Purchase Agreement is executed, notice of mandatory redemption shall be given
at least 20 days, and not more than 60 days, prior to the date fixed for redemption of the 2016
Series Three and Four Bonds to be redeemed.
Section 210- Sale of 2016 Series Three and Four Bonds Bond Purchase Agreements.
(a) The 2016 Series Three and Four Bonds of each series shall be sold to one or more of
the Underwriters by negotiated sale pursuant to the terms of one or more Bond Purchase
Agreements. The Chairman and the Executive Director are, and each of them is, hereby
authorized to (1) approve one or more Bond Purchase Agreements and to approve and accept the
terms and conditions under which the 2016 Series Three and Four Bonds of each series are sold
to the applicable Underwriters pursuant to the applicable Bond Purchase Agreements, in each
case with terms consistent with the provisions of this 2016 Series Three and Four Resolution; (2)
to designate, pursuant to Section 304 hereof, the Refunded Bonds, if any, to be refunded with
proceeds of the 2016 Series Three and Four Bonds; and (3) to determine the number of series of
2016 Series Three and Four Bonds, and the name and designation of each such series, and for
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 13
each series of 2016 Series Three and Four Bonds, the dated date and the delivery date, the
aggregate principal amount, the principal amount of Bonds of each series, maturity and interest
rate, the purchase price, the maturity and the interest payment dates and the redemption
provisions and interest rate(s); provided, however, that (A) the aggregate principal amount of the
2016 Series Three and Four Bonds shall not exceed $131,000,000; (B) the true interest cost on
the 2016 Series Three and Four Bonds shall not exceed four percent (4.00%); and (C) the debt
service savings requirement set forth in Section 304 is satisfied. Prior to execution and delivery
of the Bond Purchase Agreements, the Chairman or the Executive Director, with the assistance
of the Financial Advisor, shall take into account those factors that, in their judgment, will result
in the lowest true interest cost of the 2016 Series Three and Four Bonds.
(b) The authority granted to the Chairman and the Executive Director under this Section
210 shall expire one hundred twenty (120) days after the date of adoption of this 2016 Series
Three and Four Resolution.
Section 211- Preliminary Official Statement and Official Statement.
The Chairman or the Executive Director are, and each of them is, hereby authorized to
approve the final form of, and the distribution in electronic form to prospective purchasers and
other interested persons of, the preliminary official statement for the 2016 Series Three and Four
Bonds (including any supplements and amendments thereto prior to execution and delivery of
the Bond Purchase Agreements, the "Preliminary Official Statement"), substantially in the form
submitted to the Board and part of the records of the meeting, with such changes as the Chairman
or the Executive Director deems advisable. The distribution of the Preliminary Official
Statement is hereby authorized, ratified and approved. The Chairman and the Executive Director
are hereby further authorized to approve and execute the final official statement (the "Official
Statement") substantially in the form of the Preliminary Official Statement with the addition of
pricing information and such changes therein from the Preliminary Official Statement as the
Chairman or the Executive Director deems advisable, and to approve and authorize the
distribution of the final Official Statement in electronic and printed form.
There is hereby delegated to the Chairman or the Executive Director the authority to
"deem final" the Preliminary Official Statement on behalf of the Bank for purposes of Securities
and Exchange Commission Rule 15c2-12(b)(1).
ARTICLE III
DISPOSITION OF BOND PROCEEDS
Section 301 - Disposition of Proceeds for Loan and Refunding Purposes.
(a) Subject to Section 304 hereof, the Refunding Portion of the proceeds of the 2016
Series Three and Four Bonds shall be used to purchase direct, non-callable obligations of the
United States of America, the principal of and the interest on which when due will provide
moneys that, together with cash, if any, then held by the Escrow Agent for such purpose, shall be
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 14
sufficient and available to pay when due the principal of the Refunded Bonds, and the interest to
become due on such Refunded Bonds prior to and on the first maturity or optional redemption
date, as applicable; provided, however, that such amounts shall be applied only with respect to
the portions of the Bonds of the series and maturities that the Executive Director designates to be
Refunded Bonds pursuant to Section 304 hereof.
(b) Upon the delivery of the 2016 Series Three and Four Bonds, the Bank shall apply, in
accordance with Article V of the Resolution, the New-Money Portion of the proceeds derived
from the sale of the 2016 Series Three and Four Bonds (i) to make a Loan to Juneau, in an
aggregate principal amount not to exceed $3,000,000, to finance costs of various voter-approved
capital improvements; (ii) to make a Loan to Juneau, in an aggregate principal amount not to
exceed $19,000,000, to enable Juneau to refund, subject to market conditions, all or a portion of
its outstanding 2006B Bonds; (iii) to make a Loan to the City of Ketchikan, Alaska in an
aggregate principal amount not to exceed $2,000,000, to finance a portion of the cost of certain
improvements to harbor facilities of the City of Ketchikan, Alaska; (iv) to satisfy the Reserve
Fund Requirement as provided in Section 302 hereof; and (v) to finance costs of issuance of the
2016 Series Three and Four Bonds.
(c) Subject to the provisions of Section 304 hereof, a portion of the proceeds of the 2016
Series Three and Four Bonds may be applied to refund portions of 2006 Series Two Bonds, 2007
Series One Bonds, 2007 Series Two Bonds, 2008 Series One Bonds, 2008 Series Two Bonds and
2009 Series One Bonds that constitute Reserve Obligations, in lieu of paying such Bonds with
moneys allocated thereto in the Reserve Fund.
Section 302 - Reserve Fund Deposit: Bond Insurance.
(a) On the date of sale, but subject to Section 201 hereof, the Chairman or the Executive
Director shall determine whether it is in the best interest of the Bank to use (1) available cash or
(2) a portion of the proceeds received from the sale of the 2016 Series Three and Four Bonds or
(3) 2016 Reserve Fund Credit Enhancement or (4) a combination of cash, proceeds and 2016
Reserve Fund Credit Enhancement, to satisfy the Reserve Fund Requirement, and/or to obtain a
surety policy in lieu of all or a portion thereof, upon delivery of the 2016 Series Three and Four
Bonds, and shall cause such deposits and/or purchase to be made on or before the date of
delivery of the 2016 Series Three and Four Bonds.
(b) The Chairman and the Executive Director are each hereby authorized to determine
whether to satisfy the portion of the Reserve Fund Requirement related to the 2016 Series Three
and Four Bonds by depositing with the Trustee a 2016 Reserve Fund Credit Enhancement in the
form of a debt service reserve surety bond; to select a Surety Bond Issuer and purchase such
2016 Reserve Fund Credit Enhancement; and if the Surety Bond Issuer is not National Public
Finance Guarantee Corporation, a monoline insurance company, to negotiate, approve, execute
and deliver a 2016 Reserve Fund Credit Enhancement Agreement in form and with terms that
comply with the requirements of the Resolution and that, in the Chairman's or Executive
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 15
Director's judgment after consulting with the Bank's Financial Advisor, are advisable and in the
best interest of the Bank.
(c) The Governmental Units' responsibility for paying, or for reimbursing the Bank for
the payment of any costs of providing and maintaining the Reserve Fund Requirement and the
application (or the method for determining the application) of any moneys in excess of the
Reserve Fund Requirement shall be determined by the Executive Director and set forth in each
Loan Agreement and/or Amendatory Loan Agreement, as applicable, authorized in Section 507
hereof.
(d) The Chairman and the Executive Director are each hereby authorized to solicit
commitments for a 2016 Bond Credit Enhancement with respect to payment of the interest on
and principal of all or a portion of the 2016 Series Three and Four Bonds and thereafter to accept
one or more such commitments that are in the best interest of the Bank, to purchase such 2016
Bond Credit Enhancement, and to negotiate, approve, execute and deliver a 2016 Bond Credit
Enhancement Agreement in form and with terms that comply with the requirements of the
Resolution and that, in the Chairman's or Executive Director's judgment after consulting with
the Bank's Financial Advisor, are advisable and in the best interest of the Bank.
Section 303- Disposition of Remainder of Bond Proceeds.
The balance of the proceeds received from the sale of the New-Money Portion of the
2016 Series Three and Four Bonds, including any premium received over the principal amount
of the 2016 Series Three and Four Bonds, after deducting the amounts to be paid for costs of
issuing the 2016 Series Three and Four Bonds, amounts necessary to ensure the deposit to the
Reserve Fund equals the Required Debt Service Reserve, and after deducting the amount
allocable to the Reserve Obligations, if any, which amount shall be deposited in the Reserve
Fund, shall be deposited with the Governmental Units and applied towards costs of issuance and
debt service payments due and owing on their respective Municipal Bonds (as such term is
defined in the Loan Agreements or 2016 Amendatory Loan Agreements) or such other permitted
purpose, including costs of the projects financed or refinanced with proceeds of the New-Money
Portion of the 2016 Series Three and Four Bonds.
Section 304 - Designation of Refunded Bonds.
The Chairman and the Executive Director are, and each of them is, hereby authorized to
determine, after consulting with the Financial Advisor,
(i) whether any of the following shall be refunded, eliminating from the category of
Refunded Bonds loan obligations corresponding to municipal bonds whose terms have not been
amended by the Governmental Unit to conform to the terms of the refunding authorized by this
2016 Series Three and Four Resolution as of the date of delivery of the 2016 Series Three and
Four Bonds:
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 16
(a) the 2006 Series Two Bonds, maturing on December 1 of 2017 through 2035;
(b) the 2007 Series One Bonds, maturing on December 1 of 2017 through 2026
(c) the 2007 Series Two Bonds, maturing on December 1 of 2017 through 2028;
(d) the 2007 Series Three Bonds, maturing on September 1 of 2018 through 2027;
(e) the 2007 Series Five Bonds, maturing on September 1 of 2018 through 2037;
(f) the 2008 Series One Bonds, maturing on April 1 of 2017 through 2038;
(g) the 2008 Series Two Bonds, maturing on June 1 of 2019 through 2028; and
(h) the 2009 Series One Bonds, maturing on September 1 of 2019 through 2037;
provided, however, that the refunding of the Refunded Bonds so designated by the Executive
Director shall realize an aggregate debt service savings of at least three percent (3.00%) of their
principal amount, net of all issuance costs and underwriting discount, on a present value basis;
and
(ii) whether all or a portion of the outstanding 2006 Series Two Bonds, the 2007
Series One Bonds, the 2007 Series Two Bonds, the 2008 Series One Bonds, the 2008 Series Two
Bonds and the 2009 Series One Bonds that constitute Reserve Obligations shall be redeemed in
whole or in part with available funds or with proceeds of the 2016 Series Three and Four Bonds.
Section 305 -Escrow Agreement(s).
The Executive Director is hereby authorized and directed to enter into one or more
Escrow Agreements with the Escrow Agent providing for the use and disposition of moneys, if
any, and direct, non-callable obligations of the United States of America for the purpose set forth
in Section 301(b) hereof.
Section 306— Election for Redemption of Refunded Bonds.
The Executive Director is hereby authorized to provide irrevocable instructions to the
trustee of the Refunded Bonds to redeem such bonds, designated to be Refunded Bonds pursuant
to Section 304 hereof, on the first available optional redemption date in accordance with the
terms of the respective authorizing resolutions for the Refunded Bonds and as set forth in the
applicable Escrow Agreement.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 17
ARTICLE IV
EXECUTION AND FORM OF 2016 SERIES THREE AND FOUR BONDS
Section 401 - Execution and Form of 2016 Series Three and Four Bonds.
The 2016 Series Three and Four Bonds shall be executed in the manner set forth in
Section 303 of the Resolution and upon the terms agreed to in the Bond Purchase Agreement for
such series of 2016 Series Three and Four Bonds in accordance with this Series 2016 Three and
Four Resolution. Subject to the provisions of the Resolution, the 2016 Series Three and Four
Bonds, and the Trustee's certificate of authentication, shall be of substantially the following form
and tenor:
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 18
ALASKA MUNICIPAL BOND BANK
GENERAL OBLIGATION AND REFUNDING BONDS, 2016 SERIES [THREE/FOUR]
INTEREST RATE: MATURITY DATE: CUSIP NO.:
%
December 1, 20
Registered Owner: CEDE & Co.
Principal Amount: and No/ 100 Dollars
Alaska Municipal Bond Bank (herein called the "Bank"), a public body corporate and
politic, constituted as an instrumentality of the State of Alaska, organized and existing under and
pursuant to the laws of the State of Alaska, acknowledges itself indebted to, and for value
received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum
specified above on the Maturity Date specified above, and to pay to the registered owner hereof
interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate
per annum specified above, payable on each June 1 and December 1, commencing December 1,
2016. For so long as this Bond is held in book-entry form, payment of principal and interest
shall be made by wire transfer to the registered owner pursuant to written instructions furnished
to [_j, in [J, as trustee under the General Bond Resolution of the Bank, adopted July 13,
2005, as amended (herein called the "Resolution"), or its successor or assigns as trustee (herein
called the "Trustee"). In the event this Bond is no longer held in book-entry form, (i) payment of
interest will be made by check or draft mailed by first class mail to the registered owner at the
address appearing on the bond register of the Bank kept by the Trustee, or, upon the written
request of a registered owner of at least $1,000,000 in principal amount of 2016 Series
[Three/Four] Bonds received at least 15 days prior to an interest payment date, by wire transfer
in immediately available funds to an account in the United States of America designated by such
registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the
corporate trust office of the Trustee. Interest shall be computed on the basis of a 360-day year
composed of twelve thirty-day months. Both principal of and interest on this Bond are payable
in any coin or currency of the United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment of public and private debts.
This Bond is a general obligation of the Bank and is one of a duly authorized issue of
Bonds of the Bank designated "Alaska Municipal Bond Bank General Obligation and Refunding
Bonds" (herein called the "Bonds"), issued and to be issued in various series under and pursuant
to the Alaska Municipal Bond Bank Act, constituting Chapter 85, Title 44, of the Alaska Statutes
(herein called the "Act"), and under and pursuant to the Resolution and a series resolution
authorizing each such series. As provided in the Resolution, the Bonds may be issued from time
to time pursuant to series resolutions in one or more series, in various principal amounts, may
mature at different times, may bear interest at different rates and, subject to the provisions
thereof, may otherwise vary. The aggregate principal amount of Bonds that may be issued under
the Resolution is not limited except as provided in the Resolution, the applicable Series
AIvIBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 19
Resolution, and the Act, and all Bonds issued and to be issued under said Resolution are and will
be equally and ratably secured by the pledges and covenants made therein, except as otherwise
expressly provided or permitted in the Resolution and the applicable Series Resolution.
The Bank is obligated to pay the principal of and premium, if any, and interest on the
Bonds, including this Bond, only from the revenues or funds of the Bank pledged under the
Resolutions (as defined below), and the State of Alaska is not obligated to pay the principal or
premium, if any, or interest on the Bonds. Neither the faith and credit nor the taxing power of
the State is pledged to the payment of the principal, premium, if any, or interest on the Bonds,
including this Bond. The Bank has no taxing power.
This Bond is one of a series of Bonds (the "2016 Series [Three/Four] Bonds") issued in
the aggregate principal amount of $__________
under the Resolution of the Bank and a series
resolution of the Bank, adopted on September 6, 2016, and entitled "A Series Resolution
Authorizing the Issuance of one or more series of General Obligation and Refunding Bonds,
2016 Series [Three/Four] of the Alaska Municipal Bond Bank" (said resolutions being herein
collectively called the "Resolutions").
Copies of the Resolutions are on file at the office of the Bank and at the corporate trust
office of the Trustee, and reference to the Resolutions and any and all supplements thereto and
modifications and amendments thereof and to the Act is made for a description of the pledges
and covenants securing the 2016 Series [Three/Four] Bonds; the nature, extent and manner of
enforcement of such pledges; the rights and remedies of the registered owners of the 2016 Series
[Three/Four] Bonds with respect thereto; and the terms and conditions upon which the Bonds are
issued and may be issued thereunder; to all of the provisions of which the registered owner of
this Bond, by acceptance of this Bond, consents and agrees. To the extent and in the manner
permitted by the terms of the Resolutions, the provisions of the Resolutions or any resolution
amendatory thereof or supplemental thereto may be modified or amended by the Bank, with the
written consent of the registered owners of at least two-thirds in principal amount of the Bonds
then outstanding and, in case less than all of the several Series of Bonds would be affected
thereby, with such consent of the registered owners of at least two-thirds in principal amount of
the Bonds of each series so affected then outstanding.
The 2016 Series [Three/Four] Bonds are subject to redemption prior to their respective
scheduled maturities as set forth below.
The 2016 Series [Three/Four] Bonds maturing on or after December 1, 20, are subject
to redemption, in whole or in part, on or after 1, 20_, at the option of the Bank at a
redemption price of 100% of the principal amount thereof to be redeemed plus accrued interest
to the date fixed for redemption.
[Unless previously redeemed pursuant to the foregoing optional redemption provisions,
the 2016 Series [Three/Four] Bonds maturing on December 1, 20_ (the "Term Bonds") are
subject to mandatory redemption on April 1 of the following years and in the following principal
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 20
amounts at a redemption price equal to 100% of the principal amount of the 2016 Series
[Three/Four] Bonds to be redeemed plus accrued interest, if any, to the date fixed for
redemption.]
Term Bonds Due December 1, 20
Year Sinking Fund Requirement
Notice of redemption (which in the case of optional redemption shall be a conditional
notice) will be mailed to registered owners of 2016 Series [Three/Four] Bonds called for
redemption not less than 20 days or more than 60 days before the date fixed for redemption.
Except as provided in the Resolutions, interest on any 2016 Series [Three/Four] Bonds called for
redemption will cease on the date fixed for redemption.
This Bond is transferable, as provided in the Resolutions, only upon the books of the
Bank kept for that purpose at the corporate trust office of the Trustee, by the registered owner
hereof in person or by its attorney duly authorized in writing, upon the surrender of this Bond
together with a written instrument of transfer satisfactory to the Trustee duly executed by the
registered owner or its attorney duly authorized in writing, and thereupon a new registered 2016
Series [Three/Four] Bond or Bonds in the same aggregate principal amount and of the same
maturity, in authorized denominations, shall be issued to the transferee in exchange therefor as
provided in the Resolutions and upon the payment of the charges, if any, therein prescribed.
The 2016 Series [Three/Four] Bonds are issuable in the denomination of $5,000 or any
integral multiple thereof, not exceeding the aggregate principal amount of 2016 Series
[Three/Four] Bonds maturing in the year of maturity of the Bond for which the denomination of
the Bond is to be specified. Subject to such conditions and upon payment of such charges, if
any, 2016 Series [Three/Four] Bonds, upon surrender thereof at the corporate trust office of the
Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the
registered owner or its attorney duly authorized in writing, may, at the option of the registered
owner thereof, be exchanged for an equal aggregate principal amount of registered 2016 Series
[Three/Four] Bonds of any other authorized denominations, of the same maturity.
This Bond is fully negotiable for all purposes of the Uniform Commercial Code, and each
owner of this Bond by accepting this Bond shall be conclusively considered to have agreed that
this Bond is fully negotiable for those purposes.
The obligations of the Bank contained in the Resolutions and in this 2016 Series
[Three/Four] Bond are the obligations of the Bank and not of any member, director, officer or
employee of the Bank, and no recourse shall be had for the payment of the principal or
redemption price or interest on this bond or for any claim hereon or on the Resolutions against
any member, director, officer or employee of the Bank or any natural person executing the 2016
Series [Three/Four] Bonds.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 21
This Bond shall not be entitled to any benefit under the Resolutions or be valid or become
obligatory for any purpose until this Bond shall have been authenticated by the execution by the
Trustee of the Trustee's Certificate of Authentication hereon.
The Bank modified the Resolution, effective on the date when all Bonds issued prior to
February 19, 2013 cease to be Outstanding, by: (i) authorizing 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) requiring 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) authorizing certain amendments and modifications to the Resolution effective upon
securing the consent of Holders of at least two-thirds in principal amount of Bonds then
Outstanding; and (iv) providing that an underwriter or purchaser of a Series of Bonds may
consent to a modification of, or amendment to, the Resolution as Holder of such Bonds at the
time such Bonds are issued.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by the Constitution and statutes of the State of Alaska and the Resolutions to
exist, to have happened and to have been performed precedent to and in the issuance of this
Bond, exist, have happened and have been performed in due time, form and manner as required
by law and that the issue of the 2016 Series [Three/Four] Bonds, together with all other
indebtedness of the Bank, is within every debt and other limit prescribed by law.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 22
IN WITNESS WHEREOF, the Alaska Municipal Bond Bank has caused this Bond to be
executed in its name by the manual or facsimile signature of its Chairman and its corporate seal
(or a facsimile thereof) to be affixed, imprinted, engraved or otherwise reproduced hereon, and
attested by the manual or facsimile signature of its Executive Director all as of the day of
2016.
ALASKA MUNICIPAL BOND BANK
[SEAL]
MARK E. PFEFFER
Chairman
ATTEST:
DEVEN J. MITCHELL
Executive Director
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolutions and is one
of the 2016 Series [Three/Four] Bonds of the Alaska Municipal Bond Bank.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Date of Authentication:
Authorized Officer
***************
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 23
ARTICLE V
MISCELLANEOUS
Section 501 - Paving Aaent.
The Bank of New York Mellon Trust Company, N.A., or its successor or assigns, is
appointed paying agent for the 2016 Series Three and Four Bonds.
Section 502 - Arbitrage Rebate.
Except as otherwise provided in the Bank's tax certificate, within 30 days after the end of
every fifth Bond Year and within 60 days after the date on which all of the 2016 Series Three
and Four Bonds have been retired (and/or at such other times as may be required by the Code
and applicable Income Tax Regulations), the Bank shall determine the Excess Investment
Earnings and shall pay rebate amounts due to the United States of America as provided in
Section 148(f) of the Code.
Section 503 - 2016 Series Three and Four Debt Service Accounts.
There is hereby established as special accounts in the Debt Service Fund the "2016 Series
Three Debt Service Account," for the purpose of receiving amounts in the Debt Service Fund
allocable to the 2016 Series Three Bonds, and the "2016 Series Four Debt Service Account," for
the purpose of receiving amounts in the Debt Service Fund allocable to the 2016 Series Four
Bonds; provided, that if so determined by the Chairman or Executive Director, separate debt
service accounts for any additional series of 2016 Series Three and Four Bonds are hereby
authorized to be established. Such amounts and the earnings thereon shall be deposited and held,
and separately accounted for, in the applicable 2016 Series Three and Four Debt Service
Account.
Section 504 - Tax Exemption and General Tax Covenant.
The Bank intends that interest on the 2016 Series Three and Four Bonds of each series
shall be excludable from gross income for federal income tax purposes pursuant to Section 103
and 141 through 150 of the Code, and the applicable regulations. The Bank covenants not to
take any action, or knowingly omit to take any action within its control, that if taken or omitted
would cause the interest on the 2016 Series Three and Four Bonds issued on a tax exempt basis
to be included in gross income, as defined in Section 61 of the Code, for federal income tax
purposes.
Section 505 - Arbitrage Covenant.
The Bank shall make no use or investment of the gross proceeds of the 2016 Series Three
and Four Bonds which will cause the 2016 Series Three and Four Bonds to be "arbitrage bonds"
subject to federal income taxation by reason of Section 148 of the Code. The Bank hereby
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 24
covenants that so long as any of the 2016 Series Three and Four Bonds are outstanding, the
Bank, with respect to the gross proceeds of the 2016 Series Three and Four Bonds, shall comply
with all requirements of said Section 148 and of all regulations of the United States Department
of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable
and in effect.
Section 506 - Resolution Clarification.
It shall hereby be clarified that the Resolution, at Section 919, shall only apply to Bonds
issued on a tax-exempt basis.
Section 507 - Loan Agreements and 2016 Amendatory Loan Agreements.
The Chairman and the Executive Director are each hereby authorized to execute the Loan
Agreements and the 2016 Amendatory Loan Agreements between the Bank and the
Governmental Units referred to therein, each in a form similar to the applicable forms attached
hereto as Appendix C and submitted to and part of the records of the meeting on September 6,
2016, with such changes as the Chairman or the Executive Director shall deem advisable.
Section 508 - Continuing Disclosure.
The Bank hereby covenants and agrees that it will execute and deliver and will comply
with and carry out all of the provisions of the form of Continuing Disclosure Certificate attached
hereto as Appendix B with such changes as the Chairman or the Executive Director shall deem
advisable and in the best interest of the Bank. Notwithstanding any other provision of this 2016
Series Three and Four Resolution, failure of the Bank to comply with the Continuing Disclosure
Certificate shall not be a default of the Bank's obligations under this 2016 Series Three and Four
Resolution, the Resolution or the 2016 Series Three and Four Bonds; however, the Beneficial
Owner of any 2016 Series Three and Four Bond may bring an action for specific performance, to
cause the Bank to comply with its obligations under the Continuing Disclosure Certificate and
this Section.
Section 509 - Chairman and Executive Director.
The Chairman and the Executive Director are, and each is, hereby authorized to execute
all documents and to take any action necessary or desirable to carry out the provisions of this
2016 Series Three and Four Resolution and to effectuate the issuance and delivery of the 2016
Series Three and Four Bonds, including agreement and acceptance of one or more Bond
Purchase Agreements, and all prior actions taken to effectuate and in connection with the
provisions of this 2016 Series Three and Four Resolution and the issuance and delivery of the
2016 Series Three and Four Bonds are hereby ratified and confirmed. The authority and
ratification granted in this Section 509 to the Chairman and the Executive Director includes
authorization to solicit commitments for a policy of insurance with respect to payment of the
interest on and principal of all or a portion of the 2016 Series Three and Four Bonds and/or a
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 25
surety policy and thereafter to accept such commitment which is in the best interest of the Bank
and enter into such agreement with the bond insurer as shall be in the best interests of the Bank.
Section 510 - Effective Date.
This 2016 Revenue and Refunding Resolution shall take effect immediately on the date
hereof (September 6, 2016).
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page 26
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AMBB/ 2016 Series Three and Four Bonds
Series Resolution No. 2016-05 Page A-I
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC—bracketed material may be applicable
only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for the securities (the "Securities"). The Securities will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name
as may be requested by an authorized representative of DTC. One fully-registered Security
certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal
amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each
$500 million of principal amount, and an additional certificate will be issued with respect to any
remaining principal amount of such issue.]
2. DTC, the world's largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants' accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC
is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC").
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of
AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at www.dtcc.com.
3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC's records. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by
AMBB/ 2016 Series Three and Four Bonds
Series Resolution No. 2016-05 Page A-2
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposit of Securities
with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to
whose accounts such Securities are credited, which may or may not be the Beneficial Owners.
The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners
of Securities may wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the Securities, such as redemptions, tenders, defaults, and
proposed amendments to the Security documents. For example, Beneficial Owners of Securities
may wish to ascertain that the nominee holding the Securities for their benefit has agreed to
obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may
wish to provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.]
[6. Redemption notices shall be sent to DTC. If less than all of the Securities within
an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote
with respect to Securities unless authorized by a Direct Participant in accordance with DTC's
MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will
be made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer,
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05 Page A-3
subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the responsibility
of Issuer or Agent, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or
tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of
such Securities by causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for physical
delivery of Securities in connection with an optional tender or a mandatory purchase will be
deemed satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered Securities to
[Tender/Remarketing] Agent's DTC account.]
10. DTC may discontinue providing its services as depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances,
in the event that a successor depository is not obtained, Security certificates are required to be
printed and delivered.
11. Issuer may decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository). In that event, Security certificates will be
printed and delivered to DTC.
12. The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Issuer believes to be reliable, but Issuer takes no
responsibility for the accuracy thereof.
AMBB/ 2016 Series Three and Four Bonds
Series Resolution No. 2016-05 Page A-4
III] CI] kSLi}1 I kLII k[II I] k'Ii SJIIJ 1 (SJ a e N I N
Alaska Municipal Bond Bank (the "Issuer") executes and delivers this Continuing
Disclosure Certificate (the "Disclosure Certificate") in connection with the issuance of
$ Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016
Series [] (the "Bonds"). The Bonds are being issued under the General Bond Resolution of the
Bank 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 (the "General Bond
Resolution"), and Series Resolution No. 2016-5 adopted on September 6, 2016 (the "Series
Resolution," and together with the General Bond Resolution, the "Resolutions"). The Issuer
covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. The Issuer is executing and delivering
this Disclosure Certificate for the benefit of the Beneficial Owners of the Bonds, and to assist the
Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-
12(b)(5).
Section 2. Definitions. In addition to the definitions set forth in the Resolutions, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any Annual Report provided by the Issuer pursuant to, and as
described in, Section 3 of this Disclosure Certificate.
"Fiscal Year" means the fiscal year of the Issuer (currently the 12-month period ending
June 30), as such fiscal year may be changed from time to time as required by State law.
"MSRB" means the Municipal Securities Rulemaking Board.
"Participating Underwriter" means any of the original underwriters of the Bonds required
to comply with the Rule in connection with the offering of the Bonds.
"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended from time to time.
Section 3. Provision of Annual Reports and Financial Statements. Commencing with its
Fiscal Year ending June 30, 2017, the Issuer will provide to the MSRB, in a format as prescribed
by the Rule:
(a) Not later than 210 days after the end of each Fiscal Year, an Annual Report for
the Fiscal Year. The Annual Report shall contain or incorporate by reference: (i) annual
audited financial statements of the Issuer; (ii) a statement of authorized, issued and
outstanding bonded debt of the Issuer; (iii) the Reserve Fund balance; and (iv) statistics
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05 Page B-1
regarding Governmental Units similar to those found in Appendix D to the Official
Statement as of the end of the prior Fiscal Year. Any or all of these items may be
included by specific reference to documents available to the public or the internet website
of the MSRB or filed with the Securities and Exchange Commission. The Issuer shall
clearly identify each such other document so incorporated by reference. The Annual
Report may be submitted as a single document or as separate documents comprising a
package, provided that audited financial statements may be submitted separately from the
remainder of the Annual Report.
(b) Not later than 120 days after the end of each Fiscal Year, the Issuer will notify
each Governmental Unit, who has, or had, an amount of bonds equal to or greater than
ten percent (10%) of all outstanding loans under the General Bond Resolution, of its
continuing disclosure undertaking responsibility. A list of such Governmental Units for
the prior Fiscal Year will be included in the Annual Report.
Section 4. Notice of Failure to Provide Information. The Issuer shall provide in a timely
manner to the MSRB notice of any failure to satisfy the requirements of Section 3 of this
Disclosure Certificate.
Section 5. Reporting of Significant Events. (a) The Issuer shall file with the MSRB a
notice of any of the following events with respect to the Bonds, within ten (10) business days of
the occurrence of such event:
(1) Principal and interest payment delinquencies.
(2) Unscheduled draws on debt service reserves reflecting financial
difficulties.
(3) Unscheduled draws on credit enhancements reflecting financial
difficulties.
(4) Substitution of credit or liquidity providers, or their failure to perform.
(5) Adverse tax opinions or events affecting the tax-exempt status of the
Bonds which include (i) the issuance by the Internal Revenue Service ("IRS") of
proposed or final determinations of taxability, (ii) Notices of Proposed Issues (IRS Form
5701 -TEB), (iii) other material notices or determinations with respect to the Bonds, and
(iv) other events affecting the tax status of the Bonds.
(6) Defeasances.
(7) Rating changes.
(8) Tender offers.
(9) Bankruptcy, insolvency, receivership or similar proceeding by the Issuer
or "obligated person."
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05 Page B-2
(b) The Issuer shall file with the MSRB a notice of any of the following events with
respect to the Bonds, within ten (10) business days of the occurrence of such event, if material:
(1) Nonpayment-related defaults.
(2) Modifications to rights of holders of the Bonds.
(3) Bond calls, other than mandatory, scheduled redemptions not otherwise
contingent on the occurrence of an event.
(4) Release, substitution or sale of property securing repayment of the Bonds.
(5) Other than in the normal course of business, the consummation of a
merger, consolidation, or acquisition involving an "obligated person," or the sale of all or
substantially all of the assets of the Issuer or "obligated person," or the entry into a
definitive agreement to undertake such an action, or a termination of a definitive
agreement relating to any such actions, other than in accordance with its terms.
(6) Appointment of a successor or additional trustee or the change in name of
the trustee for the Bonds.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in
full of all of the Bonds.
Section 7. Amendment Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, provided that the amendment meets
each of the following conditions:
(a) The amendment is made in connection with a change in circumstances that arises
from a change in legal requirements, change in law, or change in the identity, nature or status of
the Issuer;
(b) This Disclosure Certificate, as amended, would have complied with the
requirements of the Rule as of the date hereof, after taking into account any amendments or
interpretations of the Rule, as well as any changes in circumstances;
(c) The Issuer obtains an opinion of counsel unaffiliated with the Issuer that the
amendment does not materially impair the interests of the Beneficial Owners of the Bonds; and
(d) The Issuer notifies and provides the MSRB with copies of the opinions and
amendments.
Any such amendment may be adopted without the consent of any Beneficial Owner of
any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or the
Resolutions.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05 Page B-3
The first Annual Report containing amended operating data or financial information
pursuant to an amendment of this Disclosure Certificate shall explain, in narrative form, the
reasons for the amendment and its effect on the type of operating data and financial information
being provided.
Section 8. Filing. Any filing required under the terms of this Disclosure Certificate may
be made solely by transmitting such filing to the Electronic Municipal Market Access as
provided at http://www.emma.msrb.org, or in such other manner as may be permitted from time
to time by the Securities Exchange Commission.
Section 9. Default. In the event of a failure of the Issuer to comply with any provision of
this Disclosure Certificate, any Beneficial Owner may take such actions as may be necessary and
appropriate, including an action to compel specific performance, to cause the Issuer to comply
with its obligations under this Disclosure Certificate. No failure to comply with any provision of
this Disclosure Certificate shall be deemed an Event of Default under the Resolutions, and the
sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply
with this Disclosure Certificate shall be an action to compel specific performance.
Section 10. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Issuer, the Trustee, the Participating Underwriter and the Beneficial Owners from time to
time of the Bonds, and shall create no rights in any other person or entity.
DATED this day of 2016.
ALASKA MUNICIPAL BOND BANK
DEVEN J. MITCHELL
Executive Director
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05 Page B-4
•7V1I
THIS LOAN AGREEMENT, dated as of the day of 20_, between
the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an
instrumentality of the State of Alaska (the "State") exercising public and essential governmental
functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended
(the "Act"), having its principal place of business at Juneau, Alaska, and the [City] [Borough],
Alaska, a duly constituted [City] [Borough] of the State (the "[City] [Borough]"):
WITNES SETH:
WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money (the
"Loan" or "Loans") to governmental units; and
WHEREAS, the [City] [Borough] is a Governmental Unit as defined in the General Bond
Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to accept a
Loan from the Bank to be evidenced by its municipal bonds; and
WHEREAS, the [City] [Borough] desires to borrow money from the Bank in the amount
not to exceed $________
and has submitted an application to the Bank for a Loan in the amount
not to exceed $, and the [City] [Borough] has duly authorized the issuance of its fully
registered bond in the aggregate principal amount of $________
(the "Municipal Bond"), which
bond is to be purchased by the Bank as evidence of the Loan in accordance with this Loan
Agreement; and
WHEREAS, the application of the [City] [Borough] contains the information requested
by the Bank; and
WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain from time
to time money with which to make Loans, the Bank has adopted the General Obligation Bond
Resolution on July 13, 2005, as amended (the "General Bond Resolution") and Series Resolution
No. 20-, approved on ____
-, 20 (together with the General Bond Resolution, the "Bond
Resolution"), authorizing the making of such Loan to the [City] [Borough] and the purchase of
the Municipal Bond; and
WHEREAS, the Board of the Bank approved certain modifications to the General Bond
Resolution, effective on the date when all bonds issued under the terms of the General Bond
Resolution, prior to February 19, 2013, cease to be outstanding.
NOW, THEREFORE, the parties agree:
1. The Bank hereby makes the Loan and the [City] [Borough] accepts the Loan in
the aggregate principal amount of $. As evidence of the Loan made to the [City]
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-i
[Borough] and such money borrowed from the Bank by the [City] [Borough], the [City]
[Borough] hereby sells to the Bank the Municipal Bond in the principal amount, with the
principal installment payments, and bearing interest from its date at the rate or rates per annum,
stated in Exhibit A appended hereto.
2. The [City] [Borough] represents that it has duly adopted or will adopt all
necessary ordinances or resolutions, including [Ordinance] [Resolution] No. , adopted
on , 20 (the "[City] [Borough] [Ordinance] [Resolution]"), and has taken or will
take all proceedings required by law to enable it to enter into this Loan Agreement and issue its
Municipal Bond to the Bank and that the Municipal Bond will constitute [a general obligation
bond, secured by the full faith and credit] [a revenue bond, a special and limited obligation] of
the [City] [Borough], all duly authorized by the [City] [Borough] [Ordinance] [Resolution].
3. Subject to any applicable legal limitations, the amounts to be paid by the [City]
[Borough] pursuant to this Loan Agreement representing interest due on its Municipal Bond (the
"Municipal Bond Interest Payments") shall be computed at the same rate or rates of interest
borne by the corresponding maturities of the bonds sold by the Bank in order to obtain the
money with which to make the Loan and to purchase the Municipal Bond (the "Loan
Obligations") and shall be paid by the [City] [Borough] at least seven (7) business days before
the interest payment date so as to provide funds sufficient to pay interest as the same becomes
due on the Loan Obligations.
4. The amounts to be paid by the [City] [Borough] pursuant to this Loan Agreement
representing principal due on its Municipal Bond (the "Municipal Bond Principal Payments"),
shall be paid at least seven (7) business days before the payment date stated in the Municipal
Bond so as to provide funds sufficient to pay the principal of the Loan Obligations as the same
matures based upon the maturity schedule stated in Exhibit A appended hereto.
5. In the event the amounts referred to in Sections 3 and 4 hereof to be paid by the
[City] [Borough] pursuant to this Loan Agreement are not made available at any time specified
herein, the [City] [Borough] agrees that any money payable to it by any department or agency of
the State may be withheld from it and paid over directly to the Trustee acting under the General
Bond Resolution, and this Loan Agreement shall be full warrant, authority and direction to make
such payment upon notice to such department or agency by the Bank, with a copy provided to
the [City] [Borough], as provided in the Act.
6. In the event Loan Obligations have been refunded and the interest rates the Bank
is required to pay on its refunding bonds in any year are less than the interest rates payable by the
[City] [Borough] on the Municipal Bond for the corresponding year pursuant to the terms of the
Municipal Bond, then both the Municipal Bond Interest Payments and the Municipal Bond
Principal Payments will be adjusted in such a manner that (i) the interest rate paid by the [City]
[Borough] on any principal installment of the Municipal Bond is equal to the interest rate paid by
the Bank on the corresponding principal installment of the Bank's refunding bonds and (ii) on a
present value basis the sum of the adjusted Municipal Bond Interest Payments and Municipal
Bond Principal Payments is equal to or less than the sum of the Municipal Bond Interest
Payments and Municipal Bond Principal Payments due over the remaining term of the Municipal
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-2
Bond as previously established under this Loan Agreement. In the event of such a refunding of
Loan Obligations, the Bank shall present to the [City] [Borough] for the [City's] [Borough's]
approval, a revised schedule of principal installment amounts and interest rates for the Municipal
Bond. If approved by the [City] [Borough] the revised schedule shall be attached hereto as
Exhibit A and incorporated herein in replacement of the previous Exhibit A detailing said
principal installment amounts and interest rates.
7. The [City] [Borough] is obligated to pay to the Bank Fees and Charges. Such
Fees and Charges actually collected from the [City] [Borough] shall be in an amount sufficient,
together with the [City's] [Borough's] Allocable Proportion (as defined below) of other money
available therefor under the provisions of the Bond Resolution, and other money available
therefor, including any specific grants made by the United States of America or any agency or
instrumentality thereof or by the State or any agency or instrumentality thereof and amounts
applied therefor from amounts transferred to the Operating Fund pursuant to Section 606 of the
General Bond Resolution:
(a) to pay, as the same become due, the [City's] [Borough's] Allocable
Proportion of the Administrative Expenses of the Bank; and
(b) to pay, as the same become due, the [City's] [Borough's] Allocable
Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations.
The [City's] [Borough's] Allocable Proportion as used herein shall mean the
proportionate amount of the total requirement in respect to which the term is used determined by
the ratio that the principal amount of the Municipal Bond outstanding bears to the total of all
Loans then outstanding to all Governmental Units under the General Bond Resolution, as
certified by the Bank. The waiver by the Bank of any fees payable pursuant to this Section 7
shall not constitute a subsequent waiver thereof.
8. The [City] [Borough] is obligated to make the Municipal Bond Principal
Payments scheduled by the Bank. The first such Municipal Bond Principal Payment is due at
least seven (7) business days prior to the date indicated on Exhibit A appended hereto, and
thereafter on the anniversary thereof each year. The [City] [Borough] is obligated to make the
Municipal Bond Interest Payments scheduled by the Bank on a semi-annual basis commencing
seven (7) business days prior to the date indicated on Exhibit A appended hereto, and to pay any
Fees and Charges imposed by the Bank within 30 days of receiving the invoice of the Bank
therefor.
9. The Bank shall not sell and the [City] [Borough] shall not redeem prior to
maturity any portion of the Municipal Bond in an amount greater than the Loan Obligations
which are then outstanding and which are then redeemable, and in the event of any such sale or
redemption, the same shall be in an amount not less than the aggregate of (i) the principal
amount of the Municipal Bond (or portion thereof) to be redeemed, (ii) the interest to accrue on
the Municipal Bond (or portion thereof) to be redeemed to the next redemption date thereof not
previously paid, (iii) the applicable premium, if any, payable on the Municipal Bond (or portion
thereof) to be redeemed, and (iv) the cost and expenses of the Bank in effecting the redemption
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-3
of the Municipal Bond (or portion thereof) to be redeemed. The [City] [Borough] shall give the
Bank at least 50 days' notice of intention to redeem its Municipal Bond.
In the event the Loan Obligations with respect to which the sale or redemption prior to
maturity of such Municipal Bond is being made have been refunded and the refunding bonds of
the Bank issued for the purpose of refunding such Loan Obligations were issued in a principal
amount in excess of or less than the principal amount of the Municipal Bond remaining unpaid at
the date of issuance of such refunding bonds, the amount which the [City] [Borough] shall be
obligated to pay or the Bank shall receive under item (i) above shall be the principal amount of
such refunding bonds outstanding.
In the event the Loan Obligations have been refunded and the interest the Bank is
required to pay on the refunding bonds is less than the interest the Bank was required to pay on
the Loan Obligations, the amount which the [City] [Borough] shall be obligated to pay or the
Bank shall receive under item (ii) above shall be the amount of interest to accrue on such
refunding bonds outstanding.
In the event the Loan Obligations have been refunded, the amount which the [City]
[Borough] shall be obligated to pay or the Bank shall receive under item (iii) above, when the
refunded Loan Obligations are to be redeemed, shall be the applicable premium, if any, on the
Loan Obligations to be redeemed.
Nothing in this Section shall be construed as preventing the [City] [Borough] from
refunding the Municipal Bond in exchange for a new Municipal Bond in conjunction with a
refunding of the Loan Obligations.
10. Simultaneously with the delivery of the Municipal Bond to the Bank, the [City]
[Borough] shall furnish to the Bank evidence satisfactory to the Bank which shall set forth,
among other things, that the Municipal Bond will constitute a valid and binding [general
obligation] [special and limited obligation] of the [City] [Borough], secured by the [full faith and
credit] [revenue of the ] of the [City] [Borough].
11. Invoices for payments under this Loan Agreement shall be addressed to the [City]
[Borough], Attention: _________, , _________,
Alaska 99. The [City] [Borough]
shall give the Bank and the corporate trust office of the Trustee under the General Bond
Resolution at least 30 days' written notice of any change in such address.
12. [The [City] [Borough] hereby agrees that it shall fully fund, at the time of loan
funding, its debt service reserve fund (in an amount equal to $ ) which
secures payment of principal and interest on its Municipal Bond, that such fund shall be held in
the name of the [City] [Borough] with the Trustee, and that the yield on amounts held in such
fund shall be restricted to a yield not in excess of percent.
(Applies to revenue bonds only.)]
13. [Rate covenant language - if applicable.]
AMBB/2 016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-4
14. The [City] [Borough] hereby agrees to keep and retain, until the date six years
after the retirement of the Municipal Bond, or any bond issued to refund the Municipal Bond, or
such longer period as may be required by the [City's] [Borough's] record retention policies and
procedures, records with respect to the investment, expenditure and use of the proceeds derived
from the sale of its Municipal Bond, including without limitation, records, schedules, bills,
invoices, check registers, cancelled checks and supporting documentation evidencing use of
proceeds, and investments and/or reinvestments of proceeds. The [City] [Borough] agrees that
all records required by the preceding sentence shall be made available to the Bond Bank upon
request.
15. Prior to payment of the amount of the Loan or any portion thereof, and the
delivery of the Municipal Bond to the Bank or its designee, the Bank shall have the right to
cancel all or any part of its obligations hereunder if:
(a) Any representation, warranty or other statement made by the [City]
[Borough] to the Bank in connection with its application to the Bank for a Loan shall be
incorrect or incomplete in any material respect.
(b) The [City] [Borough] has violated commitments made by it in the terms of
this Loan Agreement.
(c) The financial position of the [City] [Borough] has, in the opinion of the
Bank, suffered a materially adverse change between the date of this Loan Agreement and the
scheduled time of delivery of the Municipal Bond to the Bank.
16. The obligation of the Bank under this Loan Agreement is contingent upon
delivery of its General Obligation Bonds, 20_ Series and receipt of the proceeds thereof.
17. The [City] [Borough] agrees that it will provide the Bank with written notice of
any default in covenants under the [City] [Borough] [Ordinance] [Resolution] within thirty (30)
days from the date thereof.
18. The [City] [Borough] agrees that it shall file its annual financial statement with
the Municipal Securities Rulemaking Board not later than two hundred ten (210) days after the
end of each fiscal year of the [City] [Borough] for the term of the Municipal Bond. The [City]
[Borough] further agrees that filings under this Section 18 shall be made in connection with
CUSIP Nos. 01179P, 011798 and 01 179R. Additional or alternate CUSIP number(s) may be
added from time to time by written notice from the Bank to the [City] [Borough]. The [City]
[Borough] agrees that if it shall receive from the Bank CUSIP number(s) in addition to those set
forth in this Section then it shall make its filings using both CUSIP numbers herein stated and
any additional CUSIP number(s).
19. The [City] [Borough] agrees that it shall not take, or omit to take, any action
lawful and within its power to take, which action or omission would cause interest on the
Municipal Bond to become subject to federal income taxes in addition to federal income taxes to
which interest on such Municipal Bond is subject on the date of original issuance thereof.
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-5
The [City] [Borough] shall not permit any of the proceeds of the Municipal Bond, or any
facilities financed with such proceeds, to be used in any manner that would cause the Municipal
Bond to constitute a "private activity bond" within the meaning of Section 141 of the Code.
The [City] [Borough] shall make no use or investment of the proceeds of the Municipal
Bond which will cause the Municipal Bond to be an "arbitrage bond" under Section 148 of the
Code. So long as the Municipal Bond is outstanding, the [City] [Borough], shall comply with all
requirements of said Section 148 and all regulations of the United States Department of Treasury
issued thereunder, to the extent that such requirements are, at the time, applicable and in effect.
The [City] [Borough] shall indemnify and hold harmless the Bank from any obligation of the
[City] [Borough] to make rebate payments to the United States under said Section 148 arising
from the [City's] [Borough's] use or investment of the proceeds of the Municipal Bond.
20. Upon request of the Bank, the [City] [Borough] agrees that if its bonds constitute
ten percent (10%) or more of the outstanding principal of municipal bonds held by the Bank
under its General Bond Resolution, it shall execute a continuing disclosure agreement prepared
by the Bank for purposes of Securities and Exchange Commission Rule 15c2-12, adopted under
the Securities and Exchange Act of 1934.
21. The [City] [Borough] agrees that if its bonds constitute ten percent (10%) or more
of the outstanding principal of municipal bonds held by the Bank under its General Bond
Resolution it shall provide the Bank for inclusion in future official statements, upon request,
financial information generally of the type included in Appendix D, under the heading
"Summaries of Borrowers Representing 10% or More of Outstanding Principal of Bonds Issued
Under the 2005 General Bond Resolution," to the Official Statement and attached hereto as
Exhibit B.
22. If any provision of this Loan Agreement shall for any reason be held to be invalid
or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the
remaining provisions of this Loan Agreement and this Loan Agreement shall be construed and
enforced as if such invalid or unenforceable provision had not been contained herein.
23. This Loan Agreement may be executed in one or more counterparts, any of which
shall be regarded for all purposes as an original and all of which constitute but one and the same
instrument. Each party agrees that it will execute any and all documents or other instruments,
and take such other actions as are necessary, to give effect to the terms of this Loan Agreement.
24. No waiver by either party of any term or condition of this Loan Agreement shall
be deemed or construed as a waiver of any other term or condition hereof, nor shall a waiver of
any breach of this Loan Agreement be deemed to constitute a waiver of any subsequent breach,
whether of the same or of a different section, subsection, paragraph, clause, phrase or other
provision of this Loan Agreement.
25. In this Loan Agreement, unless otherwise defined herein, all capitalized terms
which are defined in Article I of the General Bond Resolution shall have the same meanings,
respectively, as such terms are given in Article I of the General Bond Resolution.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-6
26. This Loan Agreement merges and supersedes all prior negotiations,
representations and agreements between the parties hereto relating to the subject matter hereof
and constitutes the entire agreement between the parties hereto in respect thereof.
HT WITNESS WHEREOF, the parties hereto have executed this Loan Agreement the day
and year first above written.
ALASKA MUNICIPAL BOND BANK
IN
DEVEN J. MITCHELL
Executive Director
[CITY] [BOROUGH] OF
ALASKA
wo
Its:
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-7
i *i :11 J i
[City] [Borough], Alaska
[General Obligation] [Revenue] Bond, 20[_]
("Municipal Bond")
Due Principal Interest
1 Amount Rate
Principal installments shall be payable on 1 in each of the years, and in the amounts
set forth above. Interest on the Municipal Bond shall be payable on 1, 20, and
thereafter on 1 and 1 of each year.
Prepayment Provisions: The Municipal Bond principal installments are not subject to
prepayment prior to maturity.
Optional Prepayment: The Municipal Bond principal installments due on or after
1, 20_ are subject to prepayment in whole or in part at the option of the [City]
[Borough] on any date on or after 1, 20, at a price of 100% of the principal amount
thereof to be prepaid, plus accrued interest to the date of prepayment.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-8
FORM OF
I IhI i7I 0) ei ai ak"A I k1 I
THIS AMENDATORY LOAN AGREEMENT, dated as of the [_j day of [_1
20[J, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic
constituted as an instrumentality of the State of Alaska (the "State") exercising public and
essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44,
Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska,
and [ 1, Alaska, a duly constituted of the State (the
"[City] [Borough]"):
WITNESSETH:
WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money
(the "Loans") to governmental units; and
WHEREAS, the [City] [Borough] is a "Governmental Unit" as defined in the General
Bond Resolution of the Bank hereinafter mentioned and was authorized to accept a Loan from
the Bank, evidenced by its municipal bond; and
WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain from time
to time money with which to make, and or refinance, municipal Loans, the Bank adopted its
General Obligation Bond Resolution on July 13, 2005, as amended (the "General Bond
Resolution"); and
WHEREAS, the Board of the Bank approved certain modifications to the General Bond
Resolution, effective on the date when all bonds issued under the terms of the General Bond
Resolution, prior to February 19, 2013, cease to be outstanding; and
WHEREAS, the Bank made a Loan to the [City] [Borough] from proceeds of the Bank's
Bonds, _____ Series - ("_____ Series - Bonds") in the amount of
$, evidenced by a Loan Agreement dated 1,
(the "Loan Agreement") between the Bank and the [City] [Borough]; and
WHEREAS, the Bank's Series Bonds were issued pursuant to the terms of the
Bank's General Bond Resolution, as amended and supplemented by a series resolution; and
WHEREAS, as security for repayment of the Loan, the [City] [Borough] issued its
Bond, Series , dated
(the "Municipal Bond") of which the Bank is the registered owner; and
WHEREAS, the Bank has determined that refunding a portion of the Series
-
Bonds will result in a debt service savings thereon and on the Municipal Bond; and
AiVfBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-9
WHEREAS, pursuant to the terms of the General Bond Resolution the Bank adopted
Series Resolution No. 20-, approved on -, 20 (the "Series Resolution"
and, together with the General Bond Resolution, the "Bond Resolution") authorizing the issuance
of its General Obligation and Refunding Bonds, 20_ Series ____
(the "Refunding Bonds") to, in
part, refund a portion of the Series - Bonds; and
WHEREAS, to effect the proposed refunding and resulting debt service savings on the
Series
-
Bonds and the Municipal Bond, and to conform the terms of the Loan Agreement
to the current practices of the Bank, it is necessary to amend the terms of the Loan Agreement
and the Municipal Bond as provided herein.
NOW, THEREFORE, the parties agree as follows:
1. The Bank will refund a portion of the outstanding Series -
Bonds as
provided in the Series Resolution. The amounts of the principal installments of the Municipal
Bond corresponding to the refunded maturities of the Series -
Bonds, and the interest
payable thereon, shall be adjusted pro rata in accordance with the debt service payable on the
Refunding Bonds. The Municipal Bond henceforth shall mature in the principal amounts and
bear interest at the rates per annum as stated on Exhibit A appended hereto.
2. Section 2 of the Loan Agreement is amended to include the following paragraph:
The [City] [Borough] represents that it has duly adopted or will adopt all necessary
ordinances or resolutions, including [Ordinance] [Resolution] No. adopted on
-, 20 (the "[City] [Borough] Refunding [Ordinance] [Resolution]"), and has
taken or will take all proceedings required by law to enable it to enter into this Amendatory Loan
Agreement and issue its refunding Municipal Bond to the Bank and that the refunding Municipal
Bond will constitute [a general obligation bond, secured by the full faith and credit] [a revenue
bond, a special and limited obligation] of the [City] [Borough], all duly authorized by the
[City] [Borough] Refunding [Ordinance] [Resolution].
3. The refunding Municipal Bond shall be subject to optional prepayment prior to
maturity on and after the same date, and on the same terms as the Refunding Bonds may be
subject to optional redemption.
4. Section [_] of the Loan Agreement is amended by replacing the current language
with the following:
The [City] [Borough] agrees that if its bonds constitute ten percent (10%) or more of the
outstanding principal of municipal bonds held by the Bank under its General Bond Resolution it
shall provide the Bank for inclusion in future official statements, upon request, financial
information generally of the type included in Appendix D of the Bank's Official Statement,
dated , 20, under the heading "Summaries of Borrowers Representing 10% or
More of Outstanding Principal of Bonds Issued Under the 2005 Bond Resolution" to the Official
Statement and attached hereto as Exhibit B.
AMBB/2016 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-10
The [City] [Borough] further agrees that if its bonds constitute ten percent (10%) or more
of the outstanding principal of municipal bonds held by the Bank under its General Bond
Resolution, it shall execute a continuing disclosure agreement prepared by the Bank for purpose
of Securities and Exchange Commission Rule 15c2-12, adopted under the Securities and
Exchange Act of 1934.
5. A new Section
-
is added to the Loan Agreement, as follows:
The [City] [Borough] agrees that it shall file, on an annual basis, its audited financial
statement with the Municipal Securities Rulemaking Board not later than two hundred ten
(210) days after the end of each fiscal year of the [City] [Borough] for the term of the Municipal
Bond and any refunding Municipal Bond. The [City] [Borough] agrees filings under this Section
-
shall be made in connection with CUSIP Nos. 01179P, 011798 and 01179R. Additional or
alternate CUSIP number(s) may be added from time to time by written notice from the Bank to
the [City] [Borough]. The [City] [Borough] agrees that if it shall receive from the Bank CUSIP
number(s) in addition to those set forth in this Section then it shall make its filings using both
CUSIP numbers herein stated and any additional CUS1P number(s).
6. A new Section
-
is added to the Loan Agreement, as follows:
The [City] [Borough] hereby agrees to keep and retain, until the date six years after the
retirement of the Municipal Bond, or any bond issued to refund the Municipal Bond, or such
longer period as may be required by the [City's] [Borough's] record retention policies and
procedures, records with respect to the investment, expenditure and use of the proceeds derived
from the sale of its Municipal Bond, including without limitation, records, schedules, bills,
invoices, check registers, cancelled checks and supporting documentation evidencing use of
proceeds, and investments and/or reinvestments of proceeds. The [City] [Borough] agrees that all
records required by the preceding sentence shall be made available to the Bank upon request.
7. A new Section -
is added to the Loan Agreement, as follows:
The [City] [Borough] hereby agrees that it shall fully fund, at the time of loan funding, its
debt service reserve fund (in an amount equal to $ ) which secures payment of
principal and interest on its Municipal Bond, and that such fund shall be held in the name of the
[City] [Borough] with the Trustee. The [City] [Borough] further agrees that the yield on
amounts held in such debt service reserve account shall be restricted to a yield not in excess of
percent.
8. A new Section
-
is added to the Loan Agreement, as follows:
(a) The [City] [Borough] hereby certifies that all Municipal Bond proceeds, except
for those proceeds that are accounted for as transferred proceeds in the arbitrage certificate for its
refunding Municipal Bond, have been expended prior to the date hereof.
(b) The [City] [Borough] hereby certifies that all required rebate calculations relating
to the Municipal Bond have been timely performed and the [City] [Borough] has remitted any
necessary amount(s) to the Internal Revenue Service.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C- li
(c) The [City] [Borough] hereby certifies that the Municipal Bond, or any portion
thereof, has not previously been advance refunded.
9. A new Section
-
is added to the Loan Agreement, as follows:
Except as heretofore amended and as amended hereby, the Loan Agreement will remain
in full force and effect so long as the Municipal Bonds remain outstanding.
IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan
Agreement as of the date first set forth above.
ALASKA MUNICIPAL BOND BANK
WE
DEVIN MITCHELL
Executive Director
[CITY] [BOROUGH], ALASKA
Its:
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
Page C-12
Alaska
Series -, As Amended on 20
Principal Sum of $
Principal Payment Date
(
1,20—)
Principal
A i-n nirni-
Interest
Rate
Principal installments shall be payable on 1 in each of the years, and in the amounts
set forth above. Interest on the Municipal Bond shall be payable on 1, 20_, and
thereafter on 1 and 1 of each year.
Prepayment Provisions: The Municipal Bond principal installments are not subject to
prepayment prior to maturity.
Optional Prepayment: The Municipal Bond principal installments due on or after
1, 20 are subject to prepayment in whole or in part at the option of the
[City] [Borough] on any date on or after 1, 20_, at a price of 100% of the principal
amount thereof to be prepaid, plus accrued interest to the date of prepayment.
AMBB/201 6 Series Three and Four Bonds
Series Resolution No. 2016-05
U[Si 1A Eli jgttsi al J a (Ii DElI U i [SL'V i
on behalf of itself and as representative (the "Representative") of
and (collectively, the
"Underwriters"),] purchaser[s] of the $____________
aggregate principal amount of Alaska
Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series [Three/Four] (the
"Bonds"), of the Alaska Municipal Bond Bank, certify the following facts for purpose of
determining the issue price of the Bonds:
Authorized Representative. The undersigned is the duly authorized representative of
[the Underwriters].
2. On _________,
2016 (the "Sale Date"), the Underwriters made a bona fide public
offering of the Bonds to the public (excluding bond houses, brokers, and similar persons acting
in the capacity of underwriters or wholesalers, "Public Buyers"), at the following reoffering
prices expressed as a percentage of the principal amount (the "Initial Reoffering Prices"):
Maturity Principal Amount Reoffering Price
June 1,2017
(December 1)
3. On the Sale Date, based upon our assessment of market conditions, investor demand, sale
and offering prices for comparable bonds, and the recent behavior of interest rates, the
Underwriter[s] reasonably expected that the Initial Reoffering Prices could be a market clearing
price for the Bonds of each maturity. On the Sale Date, the Initial Reoffering Prices did not
exceed the fair market value of the Bonds. Based upon the Underwriter's [s'] records, the Initial
Reoffering Prices were the first prices at which a substantial portion (at least 10%) of the Bonds
of each maturity were sold to Public Buyers[, except that the Underwriter[s] did not sell a
substantial portion of the Bonds maturing on December 1, at the Initial Reoffering Price to
Public Buyers.
AMBB/Series 2016 Three and Four Bonds
Series Resolution No. 2016-05 Page D-1
4. These representations are provided to (i) Orrick, Herrington & Sutcliffe LLP and the
Bond Bank to provide them with information concerning the Bonds; (ii) [_], in
each case for purposes of formulating their opinions in respect of such municipal bonds, and are
not to be used or relied upon by any other person. The Underwriter[s] express[es] no view
regarding the legal sufficiency or the correctness of any legal interpretation made by bond
counsel, and nothing herein represents the Underwriter's[s'] interpretation of any laws or
regulations under the Internal Revenue Code of 1986, and the Underwriter[s] express[es] no
view regarding the legal sufficiency of any representations made herein.
Dated ,2016
[Name of Underwriter/Representative]
AMBB/Series 2016 Three and Four Bonds
Series Resolution No. 2016-05 Page D-2