Tab_42Alaska Municipal Bond Bank (the "Issuer") executes and delivers this Continuing
Disclosure Certificate (the "Disclosure Certificate") in connection with the issuance of
$80,435,000 Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series
Three (the "2016 Series Three Bonds") and $29,400,000 Alaska Municipal Bond Bank General
Obligation and Refunding Bonds, 2016 Series Four (the "2016 Series Four Bonds" and together
with the 2016 Series Three Bonds, 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. 2016-05 adopted on September 6, 2016 (the "Series
Resolution" and together with the General Bond Resolution, the "Bond Resolution"). 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 Bond Resolution,
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
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 570 1-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."
(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 Bond
Resolution.
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.
BANK
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 Bond Resolution, 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 3rd day of November 2016.