Additional Bonds. As long as the Agreement is in effect, one or more series of Additional Bonds may be issued, authenticated and delivered for the purposes provided in the Agreement. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series shall be authenticated by Trustee and, upon payment to the Trustee of the proceeds of the sale of such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed with Trustee: (a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or times of payment of the interest thereon and the principal thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds. (b) An opinion of Bond Counsel as to the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 Bonds and any other Additional Bonds then Outstanding, after giving effect to the issuance of such series of Additional Bonds; and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to the issuance of such series of Additional Bonds. (c) A written order to the Trustee by the Issuer to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee of a specified sum plus accrued interest. (d) Any other certificate, opinion or documents specified in the Supplemental Indenture authorizing the issuance of the Additional Bonds. Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this Indenture with the Series 1989 Bonds and all other series of Additional Bonds, if any, theretofore issued pursuant to this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]
Appears in 1 contract
Additional Bonds. As long as the Agreement is in effect, one or more series of Additional Bonds may be issuedissued under and secured by this Indenture at one time or from time to time, authenticated and delivered in addition to the Series 1998 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purposes provided purpose of providing funds for refunding any of the Bonds then Outstanding of any series, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the Agreementprovisions of this Section 2.10, the Board shall adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the outstanding Bonds to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series designated, shall be authenticated by Trustee and, upon payment stated to the Trustee of the proceeds of the sale of mature on such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 1998 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following:
(a) A copy, certified by the Secretary of the Issuer, of the resolution adopted by the Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the time or times of payment application of the interest thereon and the principal proceeds thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to the due existence and authority A certificate of the Issuer; Company stating that the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 Bonds and any other Additional Bonds then Outstanding, after giving effect to Company has approved the issuance of such series of Additional Bonds; , including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the continued exemption from taxation by the State (except inheritance, estate terms and transfer taxes) conditions of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect supplement to the issuance of this Indenture entered into in connection with such series of Additional Bonds.
(c) A written order An executed counterpart of any amendment to the Trustee by the Issuer to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee of a specified sum plus accrued interestAgreement.
(d) Any other certificate, An opinion or documents specified in of nationally recognized counsel experienced on the Supplemental Indenture authorizing subject of municipal bonds that the issuance of the Additional Bonds. Each series of such Additional Bonds issued pursuant and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the resolution mentioned in clause (a) of this Section shall be equally and ratably secured 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except as to any such Bond held by a "substantial user" of the Project or a "related person" within the meaning of the 1954 Code (or any applicable successor provision of law), and that the interest on such Additional Bonds will be so excluded from gross income for federal income tax purposes.
(e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee.
(f) A copy of the request filed by the Company with the Series 1989 Bonds and all other series Issuer for the refunding of Additional outstanding Bonds, if any, theretofore issued pursuant and a certified copy of the resolution of the Board with respect to this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]such refunding.
Appears in 1 contract
Additional Bonds. As long as The Authority, at the Agreement is request of the Company and to the extent permitted by law in effecteffect at the time thereof, may issue from time to time one or more series of Additional Bonds may be issued, authenticated and delivered for the purposes provided in Section 4.2 of the Loan Agreement. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series shall be authenticated by Trustee and, upon payment to the Trustee of the proceeds of the sale of such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed secured equally and ratably with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or times of payment of the interest thereon and the principal thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 2021A Bonds and any other Additional Bonds theretofore issued and then Outstandingoutstanding, after giving effect except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of such Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Authority may not issue, and the Authority expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Additional Bonds; , or any combination thereof, and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) provisions of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to this Indenture governing the issuance of such series of Additional Bonds.
(c) A written order to the Trustee by the Issuer to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee shall not apply thereto. The proceeds of a specified sum plus accrued interest.
(d) Any other certificate, opinion or documents specified in the Supplemental Indenture authorizing the issuance and sale of the Additional Bonds. Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this Indenture with the Series 1989 Bonds and all other any series of Additional Bonds, including purchase premium, if any, theretofore and accrued interest, if any, thereon to the date of delivery thereof paid by the original purchasers thereof, shall be applied simultaneously with the delivery of such Additional Bonds in the manner provided in this Indenture and in the supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued pursuant to unless (i) the Loan Agreement is in effect, and (ii) at the time of issuance there is no Event of Default (as defined in the Loan Agreement) under the Loan Agreement or Event of Default under this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]Indenture.
Appears in 1 contract
Additional Bonds. As long as the Agreement is in effect, one or more series of Additional Bonds may be issuedissued under and secured by this Indenture at one time or from time to time, authenticated and delivered in addition to the Series 1999 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purposes provided purpose of providing funds for refunding any of the Bonds then Outstanding, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the Agreementprovisions of this Section 2.10, the Board shall adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series designated, shall be authenticated by Trustee and, upon payment stated to the Trustee of the proceeds of the sale of mature on such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 1999 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following:
(a) A copy, certified by the Secretary of the Issuer, of the resolution adopted by the Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the time or times of payment application of the interest thereon and the principal proceeds thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to the due existence and authority A certificate of the Issuer; Company stating that the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 Bonds and any other Additional Bonds then Outstanding, after giving effect to Company has approved the issuance of such series of Additional Bonds; , including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the continued exemption from taxation by the State (except inheritance, estate terms and transfer taxes) conditions of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect supplement to the issuance of this Indenture entered into in connection with such series of Additional Bonds.
(c) A written order An executed counterpart of any amendment to the Trustee by the Issuer Agreement and any supplement to authenticate and deliver the this Indenture in connection with such Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee of a specified sum plus accrued interestBonds.
(d) Any other certificate, An opinion or documents specified in of nationally recognized counsel experienced on the Supplemental Indenture authorizing subject of municipal bonds that the issuance of the Additional Bonds. Each series of such Additional Bonds issued pursuant and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the resolution mentioned in clause (a) of this Section shall be equally and ratably secured 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Project or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law), and that the interest on such Additional Bonds will be so excluded from gross income for federal income tax purposes.
(e) A Note relating to such Additional Bonds duly executed on behalf of the Company and assigned to the Trustee.
(f) A copy of the request filed by the Company with the Series 1989 Issuer for the refunding of such Bonds Outstanding, and all other series a certified copy of Additional Bonds, if any, theretofore issued pursuant the resolution of the Board with respect to this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]such refunding.
Appears in 1 contract
Additional Bonds. As long as The Authority, at the Agreement is request of the Company and to the extent permitted by law in effecteffect at the time thereof, may issue from time to time one or more series of Additional Bonds may be issued, authenticated and delivered for the purposes provided in Section 4.2 of the Loan Agreement. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series shall be authenticated by Trustee and, upon payment to the Trustee of the proceeds of the sale of such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed secured equally and ratably with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or times of payment of the interest thereon and the principal thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 2021B Bonds and any other Additional Bonds theretofore issued and then Outstandingoutstanding, after giving effect except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of such Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Authority may not issue, and the Authority expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plants, or to refund all or any principal amount of all or any series of Additional Bonds; , or any combination thereof, and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) provisions of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to this Indenture governing the issuance of such series of Additional Bonds.
(c) A written order to the Trustee by the Issuer to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee shall not apply thereto. The proceeds of a specified sum plus accrued interest.
(d) Any other certificate, opinion or documents specified in the Supplemental Indenture authorizing the issuance and sale of the Additional Bonds. Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this Indenture with the Series 1989 Bonds and all other any series of Additional Bonds, including purchase premium, if any, theretofore and accrued interest, if any, thereon to the date of delivery thereof paid by the original purchasers thereof, shall be applied simultaneously with the delivery of such Additional Bonds in the manner provided in this Indenture and in the supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued pursuant to unless (i) the Loan Agreement is in effect, and (ii) at the time of issuance there is no Event of Default (as defined in the Loan Agreement) under the Loan Agreement or Event of Default under this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]Indenture.
Appears in 1 contract
Additional Bonds. As long as The Issuer, at the Agreement is request of the Company and to the extent permitted by law in effecteffect at the time thereof, may issue from time to time one or more series of Additional Bonds may be issued, authenticated and delivered for the purposes provided in Section 4.2 of the Loan Agreement. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series shall be authenticated by Trustee and, upon payment to the Trustee of the proceeds of the sale of such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed secured equally and ratably with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or times of payment of the interest thereon and the principal thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 2016A Bonds and any other Additional Bonds theretofore issued and then Outstandingoutstanding, after giving effect except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of such Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Additional Bonds; , or any combination thereof, and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) provisions of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to this Indenture governing the issuance of such series of Additional Bonds.
(c) A written order to the Trustee by the Issuer to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee shall not apply thereto. The proceeds of a specified sum plus accrued interest.
(d) Any other certificate, opinion or documents specified in the Supplemental Indenture authorizing the issuance and sale of the Additional Bonds. Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this Indenture with the Series 1989 Bonds and all other any series of Additional Bonds, including purchase premium, if any, theretofore and accrued interest, if any, thereon to the date of delivery thereof paid by the original purchasers thereof, shall be applied simultaneously with the delivery of such Additional Bonds in the manner provided in this Indenture and in the supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued pursuant to unless (i) the Loan Agreement is in effect, and (ii) at the time of issuance there is no Event of Default (as defined in the Loan Agreement) under the Loan Agreement or Event of Default under this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]Indenture.
Appears in 1 contract
Additional Bonds. As (A) So long as the Installment Sale Agreement is in effecteffect and no Event of Default exists thereunder or hereunder (and no event exists which upon notice or lapse of time or both, would become an Event of Default thereunder), the Issuer may, upon request from the Company, issue one or more series of Additional Bonds may be issued, authenticated and delivered for to provide funds to pay any one or more of the purposes provided following: (1) costs of completion of the Project Facility in excess of the amount in the Agreement. Such Additional Project Fund; (2) costs of refunding or advance refunding any or all of the Bonds shall be payable solely from the amounts payable under the Agreement previously issued; (except 3) costs of making any modifications, additions or improvements to the extent paid out Project Facility; or (4) costs of moneys attributable to the proceeds derived from the issuance and sale of the Additional Bonds, capitalized interest, funding debt service reserves, and other costs reasonably related to any of the foregoing. Additional Bonds or to income may mature at different times, bear interest at different rates and otherwise vary from the investment thereof). The Bonds as authorized under Article II of the Indenture, all as may be provided in the supplemental Indenture authorizing the issuance of such Additional Bonds of each such series shall be authenticated by Trustee and, upon payment Bonds.
(B) Prior to the Trustee execution of a supplemental Indenture authorizing the proceeds of the sale of such series issuance of Additional Bonds, they shall be delivered by Trustee the Issuer must deliver certain documents set forth in this Indenture to or upon the order of the initial purchasers thereofTrustee, but only upon there being filed with Trusteeincluding:
(a1) Original, executed counterparts an amendment to the Reimbursement Agreement and the Letter of Credit providing for issuance by the Bank of a Supplemental Indenture and an amendment Substitute Letter of Credit in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of proposed Additional Bonds, together with certificates, documents sixty-five (65) days' interest thereon and opinions relating a written opinion of counsel to the Bank which shall state that the execution and delivery of each such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance, or (b) a Substitute Letter of Credit issued by a Substitute Bank in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a written opinion of counsel to the Supplemental Indenture Substitute Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Substitute Bank has been duly authorized, executed and delivered by the Substitute Bank and the amendment Substitute Letter of Credit constitutes the legal, valid and binding obligation of the Substitute Bank enforceable against the Substitute Bank in accordance with its terms, subject to the Agreement standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(if any2) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory a written opinion of counsel to the Trustee. The date Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(3) evidence that the Financing Documents, as amended or dates supplemented in connection with the issuance of the Additional Bonds, provide that (a) the rate or rates of interest on Bonds referred to therein shall mean and include the Additional BondsBonds being issued as well as the Bonds originally issued under the Indenture and any Additional Bonds theretofore issued, and (b) the Project Facility referred to in the Financing Documents includes any Additional Facilities being financed;
(4) a copy of the resolution of the Board of Directors of the Company, duly certified by the Secretary or Assistant Treasurer of the Company, which approves the issuance of the Additional Bonds and authorizes the execution and delivery by the Company of the amendments to the Financing Documents described in paragraph (3) above;
(5) a written opinion of counsel to the Company which shall state that the execution and delivery of the amendments to the Financing Documents by the Company have been duly authorized, executed and delivered by the Company and that the Financing Documents, as amended, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(6) a copy of the resolution, duly certified by the secretary or assistant secretary of the Issuer, authorizing the issuance of the Additional Bonds and the execution and delivery by the Issuer of any amendments to the Financing Documents to be executed in connection therewith;
(7) an opinion of counsel to the Issuer stating that the supplements and amendments to the Financing Documents described above have been duly authorized and lawfully executed and delivered on behalf of the Issuer; that such amendments to the Financing Documents are in full force and effect and are valid and binding upon the Issuer; and that all conditions precedent provided for in the Indenture to the issuance, execution and delivery of the Additional Bonds have been complied with;
(8) an opinion of Bond Counsel stating that, in the opinion of such Bond Counsel, the time or times of payment Issuer is duly authorized and entitled to issue such Additional Bonds and that, upon the execution, authentication and delivery thereof, such Additional Bonds will be duly and validly issued and will constitute valid and binding special obligations of the interest thereon Issuer, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; and that the principal thereofissuance of the Additional Bonds will not, andin and of itself, except as otherwise provided herein, adversely affect the redemption provisionsvalidity of the Bonds originally issued under the Indenture or any Additional Bonds theretofore issued;
(9) written evidence from each rating agency, if any, with respect thereto all shall be as provided in by which the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect Bonds are then rated to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to effect that the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933will not, as amended; the exclusion from gross income for Federal income tax purposes by itself, result in a reduction of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable rating(s) on the Series 1989 Outstanding Bonds and any other Additional Bonds then Outstanding, after giving effect applicable immediately prior to the issuance of such series of the Additional Bonds; and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to the issuance of such series of Additional Bonds.;
(c10) A a written order to the Trustee executed by an Authorized Officer of the Issuer requesting the Trustee to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to identified; and
(11) such other documents as the Trustee of a specified sum plus accrued interestmay reasonably request.
(dC) Any other certificate, opinion or documents specified in the Supplemental Indenture authorizing the issuance of the Additional Bonds. Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this the Indenture with the Series 1989 Bonds issued on the Closing Date and with all other series of Additional Bonds, if any, theretofore previously issued pursuant to this Sectionunder the Indenture, without preference, priority or distinction of any Bonds Bond over any other.
(D) The consent of the Bondholders shall not be required prior to the issuance of Additional Bonds, or to the execution and delivery of any amendments to the Financing Documents required in connection therewith. The Trustee shall, however, notify in writing the Bondholders and each rating agency of the issuance of the Additional Bonds, detailing, at least, the aggregate principal amount of such Bonds, and summarizing the nature of the amendments to the Financing Documents proposed to be executed in connection therewith.
ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY
(A) The Bonds are subject to redemption prior to maturity (1) as a whole, without premium, as provided in Section 406 hereof, in the event of (a) a taking in Condemnation of, or failure of title to, all or substantially all of the Project Facility, (b) damage to or destruction of part or all of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.1 of the Installment Sale Agreement, or (c) a taking in Condemnation of part of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.2 of the Installment Sale Agreement, or (2) in part, without premium, (a) as provided in Section 406(G) hereof, in the event that (i) to the extent excess moneys remain in the Insurance and Condemnation Fund following damage or condemnation of a portion of the Project Facility and completion of the repair, rebuilding or restoration of the Project Facility by the Company, and (ii) such moneys are not paid to the Company pursuant to Section 406(G) hereof, or (b) as provided in Section 403 hereof, in the event that excess moneys remain in the Project Fund after the Completion Date. In any such event, the Bonds shall be redeemed, as a whole or in part, as the case may be, in the manner provided in this Article III, at such time as the Trustee determines, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(B) The Bonds are also subject to redemption prior to maturity in the event of failure by the Company to provide a Substitute Letter of Credit at least forty-five (45) days prior to the Interest Payment Date immediately preceding the expiration date of the Letter of Credit then in effect. In any such event, the Bonds shall be redeemed, as a whole, on such Interest Payment Date at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the redemption date, without premium.
(C) The Bonds are also subject to redemption prior to maturity upon receipt by the Trustee of a written notice from the Bank of the occurrence and continuance of a default by the Company under the Reimbursement Agreement and the Bank's election to compel redemption of the Bonds. In either such event, the Bonds shall be redeemed, as a whole, in the manner provided in this Article III, on the earliest date for which the Trustee can give notice of redemption pursuant to Section 303 hereof, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(1) On or prior to the Conversion Date, the Bonds are also subject to redemption prior to maturity in denominations of $5,000 or any integral multiple of $5,000 in excess thereof at the option of the Company by exercise of its right to prepay the installment purchase payments payable under the Installment Sale Agreement as provided in Section 5.5 of the Installment Sale Agreement, on any Interest Payment Date, in the manner provided in this Article III, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(2) After the Conversion Date, the Bonds are subject to redemption, at the option of the Company by exercise of its right to prepay the installment purchase payments under the Installment Sale Agreement as provided in Section 5.5 thereof, as a whole or in part on any Interest Payment Date occurring after the end of the applicable call protection period at the redemption prices, expressed as percentages of unpaid principal amount to be redeemed, plus accrued interest to the redemption date, determined as follows: the call protection period and redemption prices shall be determined by the Remarketing Agent, after taking into account the factors described in Section 209(B)(2)(e) hereof and such other factors which the Remarketing Agent deems appropriate. The determination of the call protection period and redemption prices by the Remarketing Agent pursuant to and in accordance with the terms of the Indenture shall be conclusive and binding on the Issuer, the Trustee, the Company, the Bank and the Holders of the Bonds.
(E) The Bonds will also be subject to scheduled mandatory redemption, by lot in such manner as the Trustee shall deem fair and appropriate for random selection, prior to maturity, commencing December 1, 1999 and on each December 1 thereafter, by the application of Sinking Fund Payments at a redemption price equal to one hundred percent (100%) the principal amount thereof, plus accrued interest to the redemption date, without premium, on December 1 of the years and in the principal amounts set forth below: YEAR SINKING FUND PAYMENT YEAR SINKING FUND PAYMENT 1999 $285,000 2006 $385,000 2000 $275,000 2007 $410,000 2001 $290,000 2008 $435,000 2002 $310,000 2009 $460,000 2003 $325,000 2010 $485,000 2004 $345,000 2011 $515,000 2005 $365,000 2012 $540,000 Following retirement by mandatory sinking fund redemption prior to their Stated Maturity, there will remain $575,000 principal amount of the Bonds maturing on December 1, 2013 to be paid at maturity.
(F) In no event shall the Trustee, in connection with any redemption of Bonds under this Section 301, pay any portion of the principal of, premium, if any, or interest on any Bond from other than Non-Preference Moneys. [End Furthermore, the Trustee shall make such payments by first drawing on the Letter of Article II]Credit pursuant to Section 408 hereof.
(G) In the event of any partial redemption, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee not more than sixty (60) days prior to the redemption date by lot. The Trustee shall apply any partial redemption payments (other than a scheduled mandatory redemption) to the schedule of mandatory redemption in inverse order of maturity. After the Conversion Date, if the Bonds are serial bonds as provided in Section 209(B)(2)(e)(ii) hereof, the Bonds shall be redeemed in inverse order of maturity selected by lot. Further, the Trustee may provide for the selection for redemption of portions (equal to $5,000 or any whole multiple thereof) of Bonds of a denomination larger than $5,000. In no event shall the principal amount of Bonds subject to any partial redemption be other than a whole multiple of $5,000; provided, however, that no $5,000 portion of a Bond shall be redeemed if it results in the unredeemed portion of the Bond being less than $100,000.
Appears in 1 contract
Additional Bonds. As (A) So long as the Installment Sale Agreement is in effecteffect and no Event of Default exists thereunder or hereunder (and no event exists which upon notice or lapse of time or both, would become an Event of Default thereunder), the Issuer may, upon request from the Company, issue one or more series of Additional Bonds may be issued, authenticated and delivered for to provide funds to pay any one or more of the purposes provided following: (1) costs of completion of the Project Facility in excess of the amount in the Agreement. Such Additional Project Fund; (2) costs of refunding or advance refunding any or all of the Bonds shall be payable solely from the amounts payable under the Agreement previously issued; (except 3) costs of making any modifications, additions or improvements to the extent paid out Project Facility; or (4) costs of moneys attributable to the proceeds derived from the issuance and sale of the Additional Bonds, capitalized interest, funding debt service reserves, and other costs reasonably related to any of the foregoing. Additional Bonds or to income may mature at different times, bear interest at different rates and otherwise vary from the investment thereof). The Bonds as authorized under Article II of the Indenture, all as may be provided in the supplemental Indenture authorizing the issuance of such Additional Bonds of each such series shall be authenticated by Trustee and, upon payment Bonds.
(B) Prior to the Trustee execution of a supplemental Indenture authorizing the proceeds of the sale of such series issuance of Additional Bonds, they shall be delivered by Trustee the Issuer must deliver certain documents set forth in this Indenture to or upon the order of the initial purchasers thereofTrustee, but only upon there being filed with Trusteeincluding:
(a1) Original, executed counterparts an amendment to the Reimbursement Agreement and the Letter of Credit providing for issuance by the Bank of a Supplemental Indenture and an amendment Substitute Letter of Credit in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of proposed Additional Bonds, together with certificates, documents sixty-five (65) days' interest thereon and opinions relating a written opinion of counsel to the Bank which shall state that the execution and delivery of each such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance, or (b) a Substitute Letter of Credit issued by a Substitute Bank in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a written opinion of counsel to the Supplemental Indenture Substitute Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Substitute Bank has been duly authorized, executed and delivered by the Substitute Bank and the amendment Substitute Letter of Credit constitutes the legal, valid and binding obligation of the Substitute Bank enforceable against the Substitute Bank in accordance with its terms, subject to the Agreement standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(if any2) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory a written opinion of counsel to the Trustee. The date Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(3) evidence that the Financing Documents, as amended or dates supplemented in connection with the issuance of the Additional Bonds, provide that (a) the rate or rates of interest on Bonds referred to therein shall mean and include the Additional BondsBonds being issued as well as the Bonds originally issued under the Indenture and any Additional Bonds theretofore issued, and (b) the Project Facility referred to in the Financing Documents includes any Additional Facilities being financed;
(4) a copy of the resolution of the Board of Directors of the Company, duly certified by the Secretary or Assistant Treasurer of the Company, which approves the issuance of the Additional Bonds and authorizes the execution and delivery by the Company of the amendments to the Financing Documents described in paragraph (3) above;
(5) a written opinion of counsel to the Company which shall state that the execution and delivery of the amendments to the Financing Documents by the Company have been duly authorized, executed and delivered by the Company and that the Financing Documents, as amended, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(6) a copy of the resolution, duly certified by the secretary or assistant secretary of the Issuer, authorizing the issuance of the Additional Bonds and the execution and delivery by the Issuer of any amendments to the Financing Documents to be executed in connection therewith;
(7) an opinion of counsel to the Issuer stating that the supplements and amendments to the Financing Documents described above have been duly authorized and lawfully executed and delivered on behalf of the Issuer; that such amendments to the Financing Documents are in full force and effect and are valid and binding upon the Issuer; and that all conditions precedent provided for in the Indenture to the issuance, execution and delivery of the Additional Bonds have been complied with;
(8) an opinion of Bond Counsel stating that, in the opinion of such Bond Counsel, the time or times of payment Issuer is duly authorized and entitled to issue such Additional Bonds and that, upon the execution, authentication and delivery thereof, such Additional Bonds will be duly and validly issued and will constitute valid and binding special obligations of the interest thereon Issuer, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; and that the principal thereofissuance of the Additional Bonds will not, andin and of itself, except as otherwise provided herein, adversely affect the redemption provisionsvalidity of the Bonds originally issued under the Indenture or any Additional Bonds theretofore issued;
(9) written evidence from each rating agency, if any, with respect thereto all shall be as provided in by which the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect Bonds are then rated to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to effect that the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933will not, as amended; the exclusion from gross income for Federal income tax purposes by itself, result in a reduction of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable rating(s) on the Series 1989 Outstanding Bonds and any other Additional Bonds then Outstanding, after giving effect applicable immediately prior to the issuance of such series of the Additional Bonds; and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to the issuance of such series of Additional Bonds.;
(c10) A a written order to the Trustee executed by an Authorized Officer of the Issuer requesting the Trustee to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to identified; and
(11) such other documents as the Trustee of a specified sum plus accrued interestmay reasonably request.
(dC) Any other certificate, opinion or documents specified in the Supplemental Indenture authorizing the issuance of the Additional Bonds. Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this the Indenture with the Series 1989 Bonds issued on the Closing Date and with all other series of Additional Bonds, if any, theretofore previously issued pursuant to this Sectionunder the Indenture, without preference, priority or distinction of any Bonds Bond over any other.
(D) The consent of the Bondholders shall not be required prior to the issuance of Additional Bonds, or to the execution and delivery of any amendments to the Financing Documents required in connection therewith. The Trustee shall, however, notify in writing the Bondholders and each rating agency of the issuance of the Additional Bonds, detailing, at least, the aggregate principal amount of such Bonds, and summarizing the nature of the amendments to the Financing Documents proposed to be executed in connection therewith.
ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY
(A) The Bonds are subject to redemption prior to maturity (1) as a whole, without premium, as provided in Section 406 hereof, in the event of (a) a taking in Condemnation of, or failure of title to, all or substantially all of the Project Facility, (b) damage to or destruction of part or all of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.1 of the Installment Sale Agreement, or (c) a taking in Condemnation of part of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.2 of the Installment Sale Agreement, or (2) in part, without premium, (a) as provided in Section 406(G) hereof, in the event that (i) to the extent excess moneys remain in the Insurance and Condemnation Fund following damage or condemnation of a portion of the Project Facility and completion of the repair, rebuilding or restoration of the Project Facility by the Company, and (ii) such moneys are not paid to the Company pursuant to Section 406(G) hereof, or (b) as provided in Section 403 hereof, in the event that excess moneys remain in the Project Fund after the Completion Date. In any such event, the Bonds shall be redeemed, as a whole or in part, as the case may be, in the manner provided in this Article III, at such time as the Trustee determines, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(B) The Bonds are also subject to redemption prior to maturity in the event of failure by the Company to provide a Substitute Letter of Credit at least forty-five (45) days prior to the Interest Payment Date immediately preceding the expiration date of the Letter of Credit then in effect. In any such event, the Bonds shall be redeemed, as a whole, on such Interest Payment Date at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the redemption date, without premium.
(C) The Bonds are also subject to redemption prior to maturity upon receipt by the Trustee of a written notice from the Bank of the occurrence and continuance of a default by the Company under the Reimbursement Agreement and the Bank's election to compel redemption of the Bonds. In either such event, the Bonds shall be redeemed, as a whole, in the manner provided in this Article III, on the earliest date for which the Trustee can give notice of redemption pursuant to Section 303 hereof, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(1) On or prior to the Conversion Date, the Bonds are also subject to redemption prior to maturity in denominations of $5,000 or any integral multiple of $5,000 in excess thereof at the option of the Company by exercise of its right to prepay the installment purchase payments payable under the Installment Sale Agreement as provided in Section 5.5 of the Installment Sale Agreement, on any Interest Payment Date, in the manner provided in this Article III, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(2) After the Conversion Date, the Bonds are subject to redemption, at the option of the Company by exercise of its right to prepay the installment purchase payments under the Installment Sale Agreement as provided in Section 5.5 thereof, as a whole or in part on any Interest Payment Date occurring after the end of the applicable call protection period at the redemption prices, expressed as percentages of unpaid principal amount to be redeemed, plus accrued interest to the redemption date, determined as follows: the call protection period and redemption prices shall be determined by the Remarketing Agent, after taking into account the factors described in Section 209(B)(2)(e) hereof and such other factors which the Remarketing Agent deems appropriate. The determination of the call protection period and redemption prices by the Remarketing Agent pursuant to and in accordance with the terms of the Indenture shall be conclusive and binding on the Issuer, the Trustee, the Company, the Bank and the Holders of the Bonds.
(E) The Bonds will also be subject to scheduled mandatory redemption, by lot in such manner as the Trustee shall deem fair and appropriate for random selection, prior to maturity, commencing December 1, 1999 and on each December and in the principal amounts set forth below: YEAR SINKING FUND PAYMENT YEAR SINKING FUND PAYMENT 1999 $285,000 2006 $385,000 2000 $275,000 2007 $410,000 2001 $290,000 2008 $435,000 2002 $310,000 2009 $460,000 2003 $325,000 2010 $485,000 2004 $345,000 2011 $515,000 2005 $365,000 2012 $540,000 Following retirement by mandatory sinking fund redemption prior to their Stated Maturity, there will remain $575,000 principal amount of the Bonds maturing on December 1, 2013 to be paid at maturity.
(F) In no event shall the Trustee, in connection with any redemption of Bonds under this Section 301, pay any portion of the principal of, premium, if any, or interest on any Bond from other than Non-Preference Moneys. Furthermore, the Trustee shall make such payments by first drawing on the Letter of Credit pursuant to Section 408 hereof.
(G) In the event of any partial redemption, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee not more than sixty (60) days prior to the redemption date by lot. The Trustee shall apply any partial redemption payments (other than a scheduled mandatory redemption) to the schedule of mandatory redemption in inverse order of maturity. After the Conversion Date, if the Bonds are serial bonds as provided in Section 209(B)(2)(e)(ii) hereof, the Bonds shall be redeemed in inverse order of maturity selected by lot. Further, the Trustee may provide for the selection for redemption of portions (equal to $5,000 or any whole multiple thereof) of Bonds of a denomination larger than $5,000. [End In no event shall the principal amount of Article II]Bonds subject to any partial redemption be other than a whole multiple of $5,000; provided, however, that no $5,000 portion of a Bond shall be redeemed if it results in the unredeemed portion of the Bond being less than $100,000.
Appears in 1 contract
Sources: Trust Indenture (Plug Power Inc)
Additional Bonds. As long as The Issuer, at the Agreement is request of the Company and to the extent permitted by law in effecteffect at the time thereof, may issue from time to time one or more series of Additional Bonds may be issued, authenticated and delivered for the purposes provided in Section 4.2 of the Loan Agreement. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series shall be authenticated by Trustee and, upon payment to the Trustee of the proceeds of the sale of such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed secured equally and ratably with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or times of payment of the interest thereon and the principal thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 2016B Bonds and any other Additional Bonds theretofore issued and then Outstandingoutstanding, after giving effect except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of such Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Additional Bonds; , or any combination thereof, and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) provisions of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to this Indenture governing the issuance of such series of Additional Bonds.
(c) A written order to the Trustee by the Issuer to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee shall not apply thereto. The proceeds of a specified sum plus accrued interest.
(d) Any other certificate, opinion or documents specified in the Supplemental Indenture authorizing the issuance and sale of the Additional Bonds. Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this Indenture with the Series 1989 Bonds and all other any series of Additional Bonds, including purchase premium, if any, theretofore and accrued interest, if any, thereon to the date of delivery thereof paid by the original purchasers thereof, shall be applied simultaneously with the delivery of such Additional Bonds in the manner provided in this Indenture and in the supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued pursuant to unless (i) the Loan Agreement is in effect, and (ii) at the time of issuance there is no Event of Default (as defined in the Loan Agreement) under the Loan Agreement or Event of Default under this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]Indenture.
Appears in 1 contract
Additional Bonds. As long as the Agreement is in effect, one or more series of Additional Bonds may be issuedissued under and secured by this Indenture at one time or from time to time, authenticated and delivered in addition to the Series 1996 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purposes provided purpose of providing funds for refunding any of the Bonds then outstanding of any series, including the payment of any redemption premium thereon, interest to accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any such Additional Bonds to be identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the Agreementprovisions of this Section 2.10, the Board shall adopt a resolution authorizing the issuance of such Additional Bonds, fixing the amount thereof and designating the outstanding Bonds to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series designated, shall be authenticated by Trustee and, upon payment stated to the Trustee of the proceeds of the sale of mature on such series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 1996 Bonds. Such Additional BondsBonds shall be executed substantially in the form and manner hereinabove set forth and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the time or times of payment Trustee, there shall be delivered to the Trustee the following:
(a) A copy, certified by the Secretary of the interest thereon and Issuer, of the principal thereof, and, except as otherwise provided herein, resolution adopted by the redemption provisions, if any, with respect thereto all shall be as provided Board authorizing the issuance of such Additional Bonds in the Supplemental Indentureamount specified therein, rather than as provided in this Indentureauthorizing the acceptance and assignment of a Note, and may differ from providing for the provisions with respect to application of the Series 1989 Bondsproceeds.
(b) An opinion of Bond Counsel as to A certificate stating that the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 Bonds and any other Additional Bonds then Outstanding, after giving effect to Company has approved the issuance of such series of Additional Bonds; , including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the continued exemption from taxation by the State (except inheritance, estate terms and transfer taxes) conditions of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect supplement to the issuance of this Indenture entered into in connection with such series of Additional Bonds.
(c) A written order An executed counterpart of any amendment to the Trustee by the Issuer to authenticate and deliver the Additional Bonds to the initial purchaser or purchasers therein identified upon payment to Trustee of a specified sum plus accrued interestAgreement.
(d) Any other certificate, An opinion or documents specified in of nationally recognized counsel experienced on the Supplemental Indenture authorizing subject of municipal bonds and acceptable to the Trustee that the issuance of the Additional Bonds. Each series of such Additional Bonds issued pursuant and the application of the proceeds of such Additional Bonds to the purpose or purposes described in the resolution mentioned in clause (a) of this Section shall be equally and ratably secured 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except as to any such Bond held by a "substantial user" of the Project or a "related person" within the meaning of the 1954 Code, and that the interest on such Additional Bonds will be so excluded from gross income for federal income tax purposes.
(e) A Note duly executed on behalf of the Company and assigned to the Trustee.
(f) First Mortgage Bonds duly executed and authenticated in accordance with Section 3.4 of the Agreement; provided, however, that if such Additional Bonds are issued for the purpose of refunding all of the Bonds then outstanding, the Company may elect not to deliver First Mortgage Bonds.
(g) If First Mortgage Bonds are to be delivered, an executed counterpart of a Supplemental Indenture to the First Mortgage providing for the issuance of such First Mortgage Bonds.
(h) A copy of the request filed by the Company with the Series 1989 Bonds and all other series Issuer for the refunding of Additional outstanding Bonds, if any, theretofore issued pursuant and a certified copy of the resolution of the Board with respect to this Section, without preference, priority or distinction of any Bonds over any other thereof. [End of Article II]such refunding.
Appears in 1 contract
Sources: Trust Indenture (Gulf Power Co)
Additional Bonds. As long as A. Additional Bonds may be issued only to finance Improvements or to refund then Outstanding Bonds, including the Agreement is in effectcosts and expenses of the financing, one or more interest during construction, and any amount of proceeds of the Additional Bonds to be credited to the Reserve Fund.
B. Any Additional Bonds issued for the purpose of refunding Outstanding Bonds shall mature no earlier than the Bonds being refunded unless all then Outstanding Bonds are being refunded.
C. On the date of delivery of any series of Additional Bonds may be issued, authenticated and delivered for the purposes provided balance in the Agreement. Such Additional Reserve Fund must be not less than the Minimum Reserve Balance, computed with reference to all then Outstanding Bonds shall be payable solely from the amounts payable under the Agreement (except to the extent paid out exclusive of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the investment thereof). The Additional Bonds of each such series shall be authenticated any thereof being refunded by Trustee and, upon payment to the Trustee of the proceeds of the sale of such that series of Additional Bonds, they shall be delivered by Trustee to or upon the order of the initial purchasers thereof, but only upon there being filed with Trustee:
(a) Original, executed counterparts of a Supplemental Indenture and an amendment of the Agreement (if required by the Agreement) providing for the issuance and payment of such series of Additional Bonds, together with certificates, documents and opinions relating to the Additional Bonds, the Supplemental Indenture and the amendment to the Agreement (if any) substantially as described in Section 2.08(b)(2) through (5) and (8) hereof (with appropriate variations, omissions and insertions), in each case, reasonably satisfactory to the Trustee. The date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or times of payment of the interest thereon and the principal thereof, and, except as otherwise provided herein, the redemption provisions, if any, with respect thereto all shall be as provided in the Supplemental Indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1989 Bonds.
(b) An opinion of Bond Counsel as to the due existence and authority of the Issuer; the valid issuance of such series of Additional Bonds; the exemption from registration of such series of Additional Bonds under the Securities Act of 1933, as amended; the exclusion from gross income for Federal income tax purposes of the interest payable on such series of Additional Bonds; the continued exclusion from gross income for Federal income tax purposes of the interest payable on the Series 1989 Bonds and any other Additional Bonds then Outstanding, after giving effect to the issuance of such series of Additional Bonds; and the continued exemption from taxation by the State (except inheritance, estate and transfer taxes) of the Series 1989 Bonds and any other Additional Bonds then Outstanding and the income therefrom, after giving effect to the issuance of such plus that series of Additional Bonds.
(c) A written order to the Trustee by the Issuer to authenticate and deliver the D. No Additional Bonds shall be issued to finance Improvements unless the initial purchaser or purchasers therein identified upon payment Net Income for each of the two complete fiscal years immediately proceeding the issuance of such Additional Bonds was at least 125% of the maximum amount of principal and interest to Trustee of a specified sum plus accrued interest.
(d) Any other certificate, opinion or documents specified become due in the Supplemental Indenture authorizing any complete calendar year following the issuance of the Additional Bonds. Each series of , on both the then Outstanding Bonds and the Additional Bonds issued pursuant then proposed to this Section shall be equally issued, provided that;
(1) If the rates and ratably secured under this Indenture with charges for the Series 1989 Bonds availability and all other series service of Additional Bondsthe Electric Utility were in any respect increased since the beginning of such two preceding fiscal years, the Net Income of the Electric Utility may be adjusted upward, for purposes of paragraph (D) by such amount, if any, theretofore issued pursuant as a Consulting Engineer reports in writing to this Sectionthe Council would have been received if such increased rates and charges had been in effect throughout such two preceding fiscal years;
(2) If the Improvements being financed by the Additional Bonds are such that if they had been in service throughout such two preceding fiscal years, without preferenceaccording to the written report of a Consulting Engineer, priority or distinction of any Bonds over any other thereof. [End of Article II]either
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