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HomeMy WebLinkAboutRes 1994-08 Intertie LOC AgreementAlASKA ENERGY AUTHORITY RESOLUTION NO. 1994-08 A RESOLUTION OF THE AlASKA ENERGY AUTHORITY AUTHORIZING THE EXECUTION OF A LINE OF CREDIT AGREEMENT AND A COMMERCIAL PLEDGE AGREEMENT FOR THE AlASKA INTERTIE; AND PROVIDING FOR RELATED MATTERS. WHEREAS, the Alaska Energy Authority, formerly doing business as the Alaska Power Authority, (the "Authority") has entered into the Alaska lntertie Agreement (the "lntertie Agreement") with certain Utility Participants defined therein for the purpose of establishing the Utility Participants' individual rights for the transfer capability of the Alaska lntertie and a method for determining the costs of those rights; and WHEREAS, the lntertie Agreement provides that intertie costs shall be shared by Utility Participants in accordance with AS 44.83.398(f), and that such costs include operation and maintenance costs, extraordinary maintenance and replacement costs and annual debt service cost; and WHEREAS, it is in the best interest of the Authority and the Utility Participants to provide a source of credit to pay uninsured liability losses, which are a part of extraordinary maintenance and replacement costs; 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. 1990-09 (as extended, pursuant to the Authority's Resolution No. 1991- 09, the "Prior Credit Agreement"); and WHEREAS, the Authority entered into the Prior Credit Agreement in the exercise of its powers and duties under the lntertie 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 44.83.100(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. 1990-09 (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. 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 AFF041AO Page 2 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 $1,000,000. Section 2. For the purpose of raising funds to pay extraordinary maintenance and replacement costs under the lntertie 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 ONE MILLION DOLLARS ($1 ,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 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 tliis meeting but with such changes, modifications, additions and deletions therein as AFF041AO Page 3 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 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 $1,000,000.00. Section 5. This Resolution shall become effective upon passage and approval. AFF041AO Page 4 PASSED AND APPROVED BY THE ALASKA ENERGY AUTHORITY, this 3rd day of June 1994. ALASKA ENERGY AUTHORITY AFF041AO Page 5