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HomeMy WebLinkAboutRes 1994-07 Four Dam Pool LOC Agreement·. . ALASKA ENERGY AUTHORITY RESOLUTION NO. 1994-07 A RESOLUTION OF THE ALASKA ENERGY AUTHORITY AUTHORIZING THE EXECUTION OF A LINE OF CREDIT AGREEMENT AND A COMMERCIAL PLEDGE AGREEMENT FOR THE FOUR DAM POOL; AND PROVIDING FOR RELATED MATTERS. WHEREAS, the Alaska Energy Authority, formerly doing business as the Alaska Power Authority, (the "Authority") has entered into a Long Term Power Sales Agreement dated October 28, 1985 (the "Power Sales Agreement") with certain Purchasing Utilities defined therein for the purpose of making sales of power from the Initial Project (as defined in the Power Sales Agreement) to the Purchasing Utilities; and WHEREAS, pursuant to the Power Sales Agreement the Authority and the Project Management Committee for the Initial Project have entered into an Agreement for Satisfaction of Insurance Cost Payment Obligation and Concerning Risk Allocation dated April 24, 1989 (the "Insurance Agreement") to provide for payment of the cost of insuring the Initial Project; and WHEREAS, it is in the best interest of the Authority and the Purchasing Utilities to provide a source of credit to pay a portion of Losses and Loss Related Expenses, as those terms are defined in the Agreement; and WHEREAS, the Authority has entered into a Line of Credit Agreement dated as of June 30, 1990, with Security Pacific Bank Alaska, N.A., pursuant to the Authority's Resolution No. 1990-08 (as extended, pursuant to the Authority's Resolution No. 1991- \ ' 09, the "Prior Credit Agreement") for the purposes stated in the preceding paragraph; and WHEREAS, the Authority entered into the Prior Credit Agreement in the exercise of its powers and duties under the Power Sales Agreement; and WHEREAS, the Prior Credit Agreement will expire June 30, 1994, and it is in the best interest of the Authority to enter into another line of credit agreement for the same purposes served by the Prior Credit Agreement; and WHEREAS, the Authority is authorized to issue obligations payable from its income or receipts generally (AS 44.83.1 OO(a)(3)), to carry out its corporate purposes (AS 44.83.080(6)), and to establish a Capital Reserve fund in connection with such obligations (AS 44.83. 110(c)); and WHEREAS, the Authority entered into a Commercial Pledge Agreement dated as of June 30, 1990, with Security Pacific Bank Alaska, N.A, (the "Prior Lender") pursuant to the Authority's Resolution No. 1990-08 (as extended pursuant to the Authority's Resolution No. 1991-09, the "Prior Pledge Agreement"); and WHEREAS, the Prior Pledge Agreement, among other things, assigned to the Prior Lender a security interest in certain collateral to secure any indebtedness incurred by the Authority pursuant to the Prior Credit Agreement; and WHEREAS, it will be necessary to enter into an agreement similar in substance to the Prior Pledge Agreement in connection with the negotiation of a line of cedit agreement. AFF041A3 Page 2 NOW, THEREFORE, THE ALASKA ENERGY AUTHORITY RESOLVES as follows: Section 1. The purpose of this Resolution is to authorize the Executive Director to negotiate and enter into a line of credit agreement similar in substance to the Prior Credit Agreement (the "Credit Agreement") to replace the Prior Credit Agreement and a security document similar in substance to the Prior Pledge Agreement (the "Pledge Agreement") to replace the Prior Pledge Agreement and to authorize the issuance of obligations of the Authority under the Credit Agreement in an aggregate principal amount not to exceed $10,000,000. Section 2. For the purpose of raising funds to pay a part of Losses and Loss Related Expenses under the Insurance Agreement, which is hereby determined to be necessary, obligations of the Authority in form substantially similar to the form provided in the Prior Credit Agreement are hereby authorized, and shall be issued, in an aggregate principal amount not to exceed TEN MILLION DOLLARS ($10,000,000.00). The form of the obligations and the provisions for signatures, authentication, payment, registration, redemption and number shall be substantially as set forth in the Prior Credit Agreement. Section 3. The form and content of the Credit Agreement and the Pledge Agreement shall be similar in substance to the Prior Credit Agreement and the Prior Pledge Agreement, respectively, and such documents in such form hereby are in all respects authorized, approved and confirmed, and the Executive Director and his AFF041A3 Page 3 designee be and each hereby is authorized, empowered and directed to execute and deliver each said document to the counterparty selected by the Executive Director pursuant to Section 4 hereof for and on behalf of the Authority in substantially the form and content of the Prior Credit Agreement and Prior Pledge Agreement now before this meeting but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate, the execution thereof to constitute conclusion evidence of the approval of any and all changes, modifications, additions or deletions therein from the form and content of the said documents now before this meeting, and from and after the execution and delivery of the said documents the Executive Director and his designee are hereby authorized, empowered and directed to do all such acts and things and to execute all documents as may be necessary to carry out and comply with the provisions of the documents as executed. Section 4. The Executive Director and his designee or any other person authorized by the Authority be and each hereby is authorized to request and accept proposals for the Credit Agreement and Pledge Agreement, to select the proposal the Executive Director considers to be most advantageous to the Authority, and to execute and deliver for and on behalf of the Authority any and all additional certificates, documents, opinions or other papers and perform all other acts as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution; provided, however, that any fee to be paid pursuant to the Credit Agreement, Pledge Agreement, and other documents authorized by this AFF041A3 Page 4 Resolution shall not exceed .25% of the maximum amount authorized to be drawn pursuant to the Credit Agreement, and such maximum amount authorized to be drawn shall not exceed $10,000,000.00. Section 5. This Resolution shall become effective upon passage and approval. PASSED AND APPROVED BY THE ALASKA ENERGY AUTHORITY, this 3rd ALASKA ENERGY AUTHORITY Secretary AFF041A3 Page 5