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Resolution
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RESOLUTION NO. 05-470OF THE SAN ANTONIO WATER SYSTEM BOARD OF
TRUSTEESAPPOINTING A POOL OF INVESTMENT BANKING FIRMSCONSISTING OF
A.G. EDWARDS & SONS, INC.; APEX PRYORSECURITIES; BANC OF
AMERICA SECURITIES; BEAR STEARS &CO., INC.; CABRERA CAPITAL
MARKETS, INC.; CITIGROUPGLOBAL MARKETS, INC.; COASTAL SECURITIES;
GOLDMANSACHS & CO.; JACKSON SECURITIES, L.L.C.;
JPMORGANSECURITIES, INC.; LEHMAN BROTHERS; LOOP CAPITALMARKETS,
LLC; MORGAN KEEGAN & CO., INC.; MORGANSTANLEY & CO., INC.;
POPULAR SECURITIES, INC.; SAMUEL A.RAMIREZ & CO., INC.; RBC
DAIN RAUSCHER, INC.; SAMCOCAPITAL MARKETS; SIEBERT BRANDFORD SHANK
& CO.;SOUTHWEST SECURITIES; STEPHENS, INC.; UBS
FINANCIALSERVICES AND W ACHOVIA BANK, N.A. TO PROVIDEUNDERWRITING
SERVICES TO ASSIST THE SYSTEM INSECURING FUNDING FOR CAPITAL
IMPROVEMENTSPROGRAMS; APPOINTING A SYNDICATE OF INVESTMENTBANKING
FIRMS TO PROVIDE UNDERWRITING SERVICES TOASSIST THE SYSTEM IN A
2005 BOND TRASACTION;DESIGNATING MORGAN STANLEY & CO., INC. IN
THE ROLE OFSENIOR MANAGER, DESIGNATING LEHMAN BROTHERS AS CO-SENIOR
MANAGER, AND DESIGNATING A.G. EDWARS & SONS,INC.; BANC OF
AMERICA SECURITIES; POPULAR SECURITIES,INC.; SAMUEL A. RAMIREZ
& CO., INC.; SIEBERT BRANDFORDSHANK & CO.; AND SOUTHWEST
SECURITIES AS CO-MANAGERS;FINDING THE RESOLUTION TO HAVE BEEN
CONSIDEREDPURSUANT TO THE LAWS GOVERNING OPEN MEETINGS;PROVIDING A
SEVERABILITY CLAUSE; AND ESTABLISHING ANEFFECTIVE DATE
WHEREAS, the San Antonio Water System (the System) monitors
itsoutstanding debt and investigates opportunities to manage this
debt in an effective and effcientmanner; and
WHEREAS, the capital requirements of the System over the next
five years isover $1 bilion; andWHEREAS, the System is desirous to
debt finance a portion of its 2006 CapitalImprovements Program and
future years Capital Improvements Programs; andWHEREAS, in order to
proceed in a timely fashion with financings for
capitalimprovements, a pool of Investment Banking firms need to be
appointed to assist in thestructuring, marketing, and sale of debt;
andWHEREAS, the System's standard process for solicitation and
evaluation ofproposals for professional services has been
completed, firms were evaluated based upon the
objectives of having underwriting experience, the capital to
underwte the risk of the bond issue,
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Resolution
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Attest:
05"'4702. That the following firms are hereby appointed to serve
as the managers of theunderwriting syndicate for the 2005 debt
transaction:
o Morgan Stanley & Co., Inc. .- Senior Managero Lehman
Brothers - Co-Senior Managero A.G. Edwards & Sons, Inc. -
Co-Managero Bane of America Securities - Co-Managero Popular
Securities, Inc. - Co-Managero Samuel A. Ramirez & Co., Inc. -
Co-Managero Siebert Brandford Shank & Co. - Co-Mangero
Southwest Securities - Co- Manager
3. It is offcially found, determined, and declared that the
meeting at which thisresolution is adopted was open to the public
and public notice of the time, place, andsubject matter of the
public business to be considered at such meeting, including
thisresolution, was given, all as required by Chapter 551, as
amended, Texas GovernentCode.4. If any part, section, paragraph,
sentence, phrase or word of this resolution is for anyreason held
to be unconstitutional,' ilegal, inoperative or invalid, or if any
exception to orlimitation upon any general provision herein
contained is held to be unconstitutional,ilegal, invalid or
ineffective, the remainder of this resolution shall nevertheless
standeffective and valid as if it had been enacted without the
portion held to beunconstitutional, ilegal, invalid or
ineffective.5. This resolution is effective immediately.
PASSED AND APPROVED on the i 5th day of November 2005.~tes M.
Mayor, hairman~~~. 'alvadore M. Hernnde~
..,)
