Principal Amount. DOLLARS THIS IS TO CERTIFY THAT the registered owner identified above, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), until payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”). Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee.
Appears in 1 contract
Sources: Trust Agreement
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT the The registered owner identified above, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 2019 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest all of the interests in the right rights to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of August 1, 2016 2019 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… Zions Bank, a division of ZB, National Association (the “Trustee”), and the City of AvondaleSierra Vista, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of August 1, 2016 2019 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due hereof and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 2019 (the “Interest Payment Dates”), until payment in full of said the portion of the Payments designated principal or prepayment prior thereto, the registered owner’s proportionate share portion of the payments Payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth aboveabove (subject to adjustment upon the occurrence of an Event of Default (as such term and all other undefined terms used herein are defined in the Trust Agreement) or an Event of Taxability as provided in the Trust Agreement; provided, however, that in neither case nor both cases combined may such increase in interest rate(s) result in the savings threshold required by the Resolution (as hereinafter defined) to not be satisfied). Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing If an Event of Taxability shall occur, the registered owner’s share of the Payments designated Gross-Up Amount shall be paid (limited as described above, if applicable). Principal and interest and with respect to mandatory prepayment represented by this Obligation are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account provided in the United States of America if Trust Agreement and the owner makes a written request other amounts due with respect hereto. The records of the Trustee at least twenty (20) days before prevail in the date event of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written noticediscrepancy as to payment. The Trustee has no obligation or liability to the registered owners owner of the Obligations this Obligation for the payment of interest or principal represented by the Obligationsthis Obligation. The Trustee’s sole obligations are to administer, for the benefit of the registered owners owner of the Obligationsthis Obligation, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by ordinance resolution of the Mayor and Council of the City adopted on June 27, 2016 2019 (the “OrdinanceResolution”). Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are this Obligation is delivered, the rights thereunder of the registered owners owner of the Obligationsthis Obligation, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured on a senior lien basis by, and to be secured on a parity lien basis with with, the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstandingthe obligations of which this Obligation is one (the “Obligations”), and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s this Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates date of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable; however, the amount of each of the Payments denominated as and comprising interest shall be calculated at the Default Rate upon the occurrence of an Event of Default. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are This Obligation is executed and delivered only in fully registered registered, physically certificated form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations and shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having as described in the same payment date and interest rateTrust Agreement. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominationsObligation, for the aggregate principal amount remaining payable at maturity will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, Obligation is not subject to optional prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , this Obligation shall be prepaid on July January 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1It is hereby certified, 20 $ ,000 $ ,000 Whenever Obligations are purchasedrecited and declared that all conditions, prepaid (other than because of mandatory prepayment) or are delivered acts and things required by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy Constitution and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all laws of the principal represented by the outstanding Obligations State of any payment date are Arizona to happen, to be prepaiddone, the Obligations (or portions hereof) to exist and to be prepaid will be selected by performed precedent to and in the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment execution and delivery of this Obligation have happened, have been done, do exist and have been performed in regular and due form and time as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained required by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligationlaw. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee.
Appears in 1 contract
Sources: Trust Agreement
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT the The registered owner identified above, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 2019 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest all of the interests in the right rights to receive certain “Payments” under and defined in that certain Second Third Purchase Agreement, dated as of May 1, 2016 2019 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due hereof and to receive semiannually on January 1 and July 1 of each year commencing _ 1, 20 (the “Interest Payment Dates”), until payment in full of said the portion of the Payments designated as principal or prepayment prior thereto, the registered owner’s proportionate share portion of the payments Payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as Principal and interest and with respect to mandatory prepayment represented by this Obligation are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account provided in the United States of America if Trust Agreement and the owner makes a written request other amounts due with respect hereto. The records of the Trustee at least twenty (20) days before prevail in the date event of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written noticediscrepancy as to payment. The Trustee has no obligation or liability to the registered owners owner of the Obligations this Obligation for the payment of interest or principal represented by the Obligationsthis Obligation. The Trustee’s sole obligations are to administer, for the benefit of the registered owners owner of the Obligationsthis Obligation, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by an ordinance of the Mayor and Council of the City adopted on April 22, 2016 (the “Ordinance”)2019. Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are this Obligation is delivered, the rights thereunder of the registered owners owner of the Obligationsthis Obligation, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured on a senior lien basis by, and to be secured on a parity lien basis with with, the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstandingthe obligations of which this Obligation is one (the “Obligations”), and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s this Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates date of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are This Obligation is executed and delivered only in fully registered registered, physically certificated form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations and shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest ratedenominations. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominationsObligation, for the aggregate principal amount remaining payable at maturity will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligation is subject to optional prepayment, in whole or in part, on any date, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment, but without premium. Principal represented by this Obligation shall be prepaid on July 1 of the years indicated and in the amounts indicated at a price equal to the principal amount thereof to be prepaid plus interest accrued to the date of prepayment, but without premium, with the final principal amount of $ ,000 being paid on July 1, 20 : The Trustee shall give notice of any optional prepayment of this Obligation as provided above no more than 60 nor less than 30 calendar days prior to the prepayment date to the registered owner at its address provided to the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the principal of the Obligations is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation. It is hereby certified, recited and declared that all conditions, acts and things required by the Constitution and laws of the State of Arizona to happen, to be done, to exist and to be performed precedent to and in the execution and delivery of this Obligation have happened, have been done, do exist and have been performed in regular and due form and time as required by law. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee.
Appears in 1 contract
Sources: Trust Agreement
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT The Industrial Development Authority of the registered owner identified above, or registered assigns, as the registered owner County of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 Pima (the “Purchase AgreementIssuer”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal nonprofit corporation under the laws designated a political subdivision of the State of Arizona (the “CityState”), which Payments pursuant to the provisions of the Constitution of the State and other rights under Title 35, Chapter 5, Arizona Revised Statutes, as amended and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 supplemented (the “Trust AgreementAct”), by for value received, promises to pay to “Registered Owner” specified above or registered assigns, but solely from the sources and between in the City and 1 Insert bracketed language in the TrusteeBonds until otherwise required as provided in Section 3.06. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (manner referred to herein, the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, Principal Amount” specified above on the payment date Maturity Date set forth above, the principal amount set forth aboveunless this Bond is called for earlier redemption, representing a portion of the payments due designated as principal coming due and to receive semiannually pay from those sources interest thereon at the aforesaid Interest Rate on January December 1 and July June 1 of each year year, commencing June 1, 20 2007 (the “Interest Payment Dates”"), until payment in full of said portion of the principal amount is paid or prepayment prior thereto, duly provided for. This Bond will bear interest from the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last most recent date on to which interest was has been paid and ending on the day prior to the Interest Payment Date or duly provided for or, if no interest has been paidpaid or duly provided for, from the Dated Date specified above. Said interest is the result date of the multiplication of said principal by the interest rate per annum set forth aboveits original issuance and delivery. Interest on this Bond shall be calculated on the basis of a 360-360 day year composed consisting of twelve (12) months of thirty (30) days eachdays. Said amounts representing The principal of and any premium on this Bond are payable upon presentation and surrender hereof at the registered owner’s share principal corporate trust office of the Payments designated trustee, initially U.S. Bank National Association, Phoenix, Arizona (the “Trustee”). Interest is payable on each Interest Payment Date by check or draft mailed to the person in whose name this Bond (or one or more predecessor bonds) is registered (the “Holder”) at the close of business. on the 15th day of the calendar month next preceding that Interest Payment Date (the “Regular Record Date”) on the registration books for this issue maintained under the Trust Indenture dated as of December 1, 2006 (the “Indenture”), between the Issuer and the Trustee. Any payment of principal of, premium and interest on the Series 2006 Bonds shall be made by the Trustee by wire transfer to any Holder of $1,000,000 or more in aggregate principal amount of Series 2006 Bonds upon receipt of written notice from such a Holder requesting such payment at least 15 days prior to the payment date. Any interest which is not timely paid or duly provided for shall cease to be payable to the Holder hereof (or of one or more predecessor bonds) as of the Regular Record Date, and shall be payable to the Holder hereof (or of one or more predecessor bonds) at the close of business on a Special Record Date to be fixed by the Trustee for the payment of that overdue interest. Notice of the Special Record Date shall be mailed to Holders not less than ten days prior thereto. The principal of and interest and with respect to mandatory prepayment any premium on this Bond are payable in lawful money of the United States of America by check mailed when due by first class mail America, without deduction for the services of the paying agent. This Bond is one of a duly authorized issue of the Issuer’s Water and Wastewater Revenue Bonds (Global Water Resources, LLC Project) Series 2006 (the “Series 2006 Bonds”), issuable under the Indenture between the Issuer and the Trustee, aggregating in principal amount $36,495,000 and issued for the purpose of making a loan (the “Loan”) to assist Global Water Resources, LLC (the "Company”) in the financing of costs of a Project, as defined in the Loan Agreement dated as of even date with the Indenture (the “Agreement”), between the Issuer, the Trustee and the Company. The Series 2006 Bonds, together with any Additional Bonds which may be issued on a parity therewith under the Indenture (collectively, the “Bonds”), are special limited obligations of the Issuer, issued or to be issued under and are to be secured and entitled equally and ratably to the protection given by the Trustee Indenture. The Series 2006 Bonds are issued pursuant to Title 35, Chapter 5 of the Arizona Revised Statutes, as amended, and to the laws of that State, and to a resolution duly enacted by the Board of Directors of the Issuer. NEITHER THE BOARD MEMBERS OF THE ISSUER NOR ANY PERSON EXECUTING THE BONDS IS PERSONALLY LIABLE ON THE BONDS OR SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THEIR ISSUANCE. THE BONDS AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE EXCLUSIVELY FROM REVENUES AND RECEIPTS PLEDGED UNDER THE INDENTURE. THIS BOND DOES NOT CONSTITUTE AN INDEBTEDNESS, AN OBLIGATION OR A LOAN OF CREDIT OR A PLEDGE OF THE FULL FAITH, AND CREDIT OR TAXING POWER OF THE ISSUER OR THE STATE OF ARIZONA, COUNTY OF PIMA OR ANY OTHER MUNICIPALITY, CITY OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF ARIZONA WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL PROVISION AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO ANY PECUNIARY LIABILITY OF THE STATE OF ARIZONA, COUNTY OF PIMA OR ANY OTHER MUNICIPALITY, CITY, OR ANY OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF ARIZONA. THIS BOND DOES NOT DIRECTLY, INDIRECTLY, OR CONTINGENTLY OBLIGATE OR OTHERWISE CONSTITUTE A GENERAL OBLIGATION OF OR A CHARGE AGAINST THE GENERAL CREDIT OF THE ISSUER, BUT SHALL BE A SPECIAL LIMITED OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE SOURCES DESCRIBED HEREIN AND IN THE INDENTURE, BUT NOT OTHERWISE. THE ISSUER HAS NO TAXING POWER. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, OR INTEREST ON THIS BOND OR ANY CLAIM BASED THEREON OR UPON ANY OBLIGATION, COVENANT, OR AGREEMENT IN THE INDENTURE, OR LOAN AGREEMENT AGAINST ANY PAST, PRESENT, OR FUTURE OFFICER, DIRECTOR, COUNSEL, FINANCIAL ADVISOR, OR AGENT OF THE ISSUER OR ANY SUCCESSOR THERETO, AS SUCH, EITHER DIRECTLY OR THROUGH THE ISSUER, OR ANY SUCCESSOR THERETO, UNDER ANY RULE OF LAW OR EQUITY, STATUTE, OR CONSTITUTION OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY OR OTHERWISE, AND ALL SUCH LIABILITY OF ANY SUCH OFFICER, DIRECTOR, COUNSEL, FINANCIAL ADVISOR, OR AGENT, AS SUCH IS HEREBY EXPRESSLY WAIVED AND RELEASED AS A CONDITION OF AND IN CONSIDERATION FOR THE EXECUTION OF THE INDENTURE AND THE LOAN AGREEMENT AND THE ISSUANCE OF THIS BOND. Capitalized terms not defined herein have the meaning set forth in the Indenture. As described below, the Indenture and Agreement may be amended and references to them include any amendments. Reference is made to the Indenture for a more complete description of the Project, the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon which the Bonds are issued and secured, to the Agreement for a more complete description of obligations of the Company thereunder with respect to the Bonds thereunder. Pursuant to the Agreement, the Company has executed and delivered to the Trustee the Company’s promissory note dated as of even date herewith (the “Project Note”), in the principal amount of $36,495,000. The Company is required by the Agreement and the Project Note to make payments to the Trustee in the amounts and at the times necessary to pay the principal of and interest and any premium (the “Bond Service Charges”) on the Series 2006 Bonds. In the Indenture, the Issuer has assigned to the Trustee, to provide for the payment of the Bond Service Charges on the Bonds, the Issuer’s right, title and interest in and to the Agreement, except for Unassigned Issuer’s Rights as defined in the Agreement. The Bond Service Charges on the Bonds are payable solely from the Revenues, as defined and as provided in the Indenture (being, generally, the amounts payable under the Agreement in repayment of the Loan and any unexpended proceeds of the Bonds), and are an obligation of the Issuer only to the extent of the Revenues. The Bonds are not secured by an obligation or pledge of any moneys raised by taxation and do not represent or constitute a debt or pledge of the faith and credit of the Issuer. Copies of the Indenture, the Agreement and the Project Note are on file in the principal corporate trust office of the Trustee. Each Holder assents, by its acceptance hereof, to all of the provisions of the Indenture and the Agreement. The Series 2006 Bonds are issuable only as fully registered owner bonds in whose name this Obligation the denominations of $100,000 and any integral multiple of $1,000 thereof and are exchangeable for Series 2006 Bonds of other authorized denominations in equal aggregate principal amounts at the office of the Registrar specified on the face hereof, but only in the manner and subject to the limitations provided in the. Indenture. This Bond is registered transferable at the office of the Registrar, by the Holder in person or by his attorney, duly authorized in writing, upon presentation and surrender hereof to the Registrar. The Registrar is not required to transfer or exchange (i) any Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Bonds and ending at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”). Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepaymentmailing, or (ii) during a period of fifteen (15) any Bonds so selected for redemption in whole or in part, within 90 days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligationfollowing such mailing. This Obligation shall not be entitled Bond is subject to any security or benefit under the Trust Agreement until executed by the Trustee.redemption as follows:
Appears in 1 contract
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT the registered owner identified above, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, ArizonaThe COACHELLA WATER AUTHORITY, a municipal corporation joint exercise of powers authority duly organized and existing under the laws of the State of Arizona California (the “CityAuthority”), which Payments and other rights and interests under for value received, hereby promises to pay to the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 Registered Owner named above or registered assigns (the “Trust AgreementOwner”), by and between on the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation Maturity Date stated above (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms any right of the Purchase Agreement, on the payment date set forth aboveprior redemption hereinafter provided for), the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), until payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable Principal Amount stated above in lawful money of the United States of America America, and to pay interest thereon in like lawful money from the February 1 or August 1 (each an “Interest Payment Date”) next preceding the date of authentication hereof, unless said date of authentication is an Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is on or before 15, 20 , in which event such interest is payable from the Dated Date stated above; provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the date to which interest has previously been paid or made available for payment on this Bond in full at the Interest Rate per annum stated above, payable semiannually on each Interest Payment Date, commencing 1, 20 . The principal amount of this Bond is payable at the principal corporate trust office of Wilmington Trust, National Association, as trustee (the “Trustee”), in Costa Mesa, California, or at such office as the Trustee may designate, upon presentation and surrender of this Bond to the Trustee. Payment of the interest on this Bond will be made to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the fifteenth day of the month immediately preceding an Interest Payment Date whether or not said day is a business day (the “Record Date”), such interest to be paid by check mailed when due by first class mail on the Interest Payment Date to the Owner or, at the option of any Owner of at least $1,000,000 aggregate principal amount of Bonds and upon written notice received by the Trustee prior to the registered owner Record Date, by wire transfer, at the Owner’s address as it appears on such bond registration books or to such account as shall have been identified by the Owner in the notice requesting payment by wire transfer. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Owner on such Record Date and shall be paid to the person in whose name this Obligation the Bond is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books a special record date for the Obligations maintained payment of such defaulted interest to be fixed by the Trustee, notice whereof being given to the Owners not less than ten (10) days prior to such special record date. Said amounts representing Capitalized terms used herein and not otherwise defined are used with the registered owner’s share meanings ascribed to them in the Indenture (as hereinafter defined). This Bond is one of the Payments a series of Bonds of various maturities designated as principal are payable when due upon surrender of this Obligation at “Coachella Water Authority Water Revenue Refunding Bonds, [2022A][2022B] Series” (the Designated Office. Principal or interest payable to any owner of $1,000,000 or more “Bonds”), issued in the aggregate principal amount of the series $ all of obligations like tenor (except for such variations, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions), issued under and pursuant to an Indenture of which this Obligation is a part Trust (the “ObligationsIndenture”) by and between the Authority and the Trustee, dated as of [February][May] 1, 2022, approved by the Authority by Resolution No. 2020.001, adopted by the Board of Directors of the Authority on The Bonds are issued to (a) refund certain obligations of the Authority, (b) finance certain improvements to the Enterprise, (c) purchase a municipal bond insurance policy, and (c) pay the costs of issuance of the Bonds. The Bonds are payable from the net revenues (the “Net Revenues”) of the City’s combined water enterprise (the “Enterprise”), derived primarily from charges and revenues received by the Authority from or attributable to the lease and operation of the Enterprise, less the costs of the operation and maintenance of the Enterprise, and the Net Revenues are pledged, as a first and prior lien thereon, to pay the principal of and premium, if any, and interest on the Bonds, and any parity obligations hereafter issued or incurred by the Authority in accordance with the Indenture. Additional series of bonds payable from the Net Revenues may be paid by wire transfer in immediately available funds issued on a parity with the Bonds, but only subject to an account the conditions and limitations contained in the United States Indenture. The principal or redemption price of America if and interest on the owner makes a written request Bonds are payable solely from the Net Revenues, and the Authority is not obligated to pay the Bonds except from the Net Revenues. The general fund of the Trustee Authority is not liable, and the full faith and credit or taxing power of the Authority is not pledged, for the payment of the principal or redemption price of and interest on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Net Revenues. The Authority covenants that, so long as any of the Bonds are outstanding, it will fix, prescribe and collect charges so as to yield Net Revenues at least equal to the amounts thereof prescribed by the Indenture and sufficient to pay the principal or redemption price of and interest on the Bonds in accordance with the provisions of the Indenture. The Bonds shall be subject to redemption as set forth in the Indenture. As provided in the Indenture, notice of redemption shall be given by first class mail not less than twenty (20) days before prior to the redemption date to the respective registered Owners of the Bonds designated for redemption at their addresses appearing on the bond registration books, but no defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an Event of payment specifying Default, as defined in the account address. The notice may provide that it Indenture, shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligationsoccur, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part principal of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”). Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement all Bonds may be modified or supplementeddeclared due and payable upon the conditions, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by and with the terms of effect provided in the Trust AgreementIndenture, the provisions of the Trust Agreement but such declaration and the Purchase Agreement its consequences may be amended by rescinded and annulled as further provided in the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstandingIndenture. This Bond is transferable, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged Indenture, only upon the books of the Authority kept for an Obligation or Obligations that purpose at the office of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable Trustee, by the registered owner hereofOwner hereof in person, in person or by his attorney duly authorized in writing, at upon the Designated Officesurrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Owner or his attorney duly authorized in writing, but only and thereupon a new Bond or Bonds, without coupons, and in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the same aggregate principal amount will and of the same maturity, shall be delivered issued to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposesherefor, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust AgreementIndenture, and upon the payment of charges, if any, including, after the first exchange, the cost of preparing new Bonds therein prescribed. Principal represented by The rights and obligations of the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by Authority and of the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as Owners of the Bonds may be selected by modified or amended at any time in the Citymanner, to the extent and upon the terms provided in whole the Indenture. No such modification or amendment shall permit a change in part on the terms of redemption or maturity of the principal of any date on outstanding Bond or after July 1, 2026, at of any installment of interest thereon or a price equal to reduction in the principal amount to be prepaid, together with accrued or the redemption price thereof or in the rate of interest to thereon without the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 consent of the years indicated and in Owner of such Bond, or shall reduce the principal amounts indicated at a price equal to percentages or otherwise affect the amount thereof plus interest accrued to the date classes of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellationBonds, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all consent of the principal represented by the outstanding Obligations Owners of any payment date are which is required to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of effect any such notice for modification or amendment, all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements as more fully set forth in the Indenture. It is hereby certified that all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due time, form and manner as required by law and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this Bond is presented by an authorized representative of The Depository Trust Agreement are not metCompany, such notice shall state that it is conditionala New York corporation (“DTC”), subject to the deposit issuer or its agent for registration of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are mettransfer, thereafter such principal to be prepaid shall cease to bear interestexchange, or payment, and shall cease to be secured by, and shall not be deemed to be outstanding under, any Bond issued is registered in the Trust Agreement. The failure to receive any notice name of prepayment, Cede & Co. or any defect in such notice in respect other name as is requested by an authorized representative of DTC (and any Obligationpayment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), shall not affect ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the validity of prepayment of any Obligation The Trustee mayregistered owner hereof, but shall not be obligated toCede & Co., exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trusteean interest herein.
Appears in 1 contract
Sources: Indenture of Trust
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT Class A Underwriters Class A Certificates -------------------- -------------------- A Co. $_____________ B Co. _____________ C Co. _____________ Total $_____________ On the registered owner identified above, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws basis of the State of Arizona (the “City”)representations, which Payments warranties and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreementagreements herein contained, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Class B Underwriter, and the Class B Underwriter agrees to purchase from the Seller, the aggregate principal amounts of the Purchase Agreement, on the payment date Class B Certificates set forth abovebelow opposite the name of the Class B Underwriter. The Class B Certificates are to be purchased at the purchase price of ______% of the aggregate principal amount thereof plus accrued interest, if any, at the Class B Certificate Rate from (and including) _____ __, 2000 to (but excluding) the Closing Date. Principal Amount Class B Underwriter Class B Certificates ------------------- -------------------- A Co. $_____________ Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the principal amount set forth above, representing a portion Seller and the Underwriters hereby agree that the Seller will deliver all of the payments due designated as principal coming due and Offered Securities to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), until Underwriters against payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer purchase price therefor in immediately available funds to an account the order of the Seller at the offices of [Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇, 666 Fifth Avenue, New York, New York] (or at such other location as the Seller shall specify in writing prior to the Closing Date), at 10:00 A.M., New York City time, on _____ __, 2000, or at such other time, not later than seven full business days thereafter, as the Underwriters and the Seller determine (the "Closing Date"). Each of the Offered Securities will be initially represented by one or more certificates (the "DTC Securities") registered in the United States name of America if Cede & Co., the owner makes a written request nominee of the Trustee at least twenty The Depository Trust Company (20) days before the date of payment specifying the account address"DTC"). The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered interests of beneficial owners of the Obligations for the payment of interest or principal DTC Securities will be represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and book entries on the part records of the City, DTC and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”). Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples participating members thereof. The Obligations shall not be transferable or exchangeable, except as provided in Definitive certificates evidencing the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee.Offered
Appears in 1 contract
Sources: Underwriting Agreement (National City Credit Card Master Trust)
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT that the registered owner Registered Owner identified above, or registered assigns, as the registered owner Registered Owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) Certificate is the owner of an undivided, participatory, undivided proportionate interest in the Lease-Purchase Agreement, dated as of 1, 2019 (the “Lease lessor (the “Lessor”), and City of Flagstaff, Arizona, as lessee (the “Lessee”), together with the right to receive certain “Payments” under and defined in that “Prepayments” made pursuant thereto, which Payments and Prepayments and certain Second Purchase Agreementother rights and interests pursuant to the Lease Agreement are held by , dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… trustee (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer Registered Owner of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation Certificate is entitled to receive, subject to the terms of the Purchase Lease Agreement, on the payment date Principal Payment Date set forth above, the principal amount Principal Amount set forth above, representing evidencing a portion of the payments due Payments designated as principal coming due during the preceding 12 months, and to receive on July 1, 2020, and semiannually thereafter on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), ) until payment in full of said portion of principal or prepayment prior theretoprincipal, the registered ownerRegistered Owner’s proportionate share of the payments Payments designated as interest coming due during the six months or shorter period commencing on immediately preceding each of the last date on which Interest Payment Dates; provided that interest was paid with respect hereto shall be payable from the Dated Date indicated above and ending on the day prior to then from the Interest Payment Date ornext preceding the date of execution of this Certificate (unless (i) this Certificate is executed on a Interest Payment Date, if no in which event interest shall be payable from such Interest Payment Date, or (ii) this Certificate is executed after the close of business on the 15th day of the month preceding an Interest Payment Date, whether or not such 15th day is a Business Day (as defined in the hereinafter described Trust Agreement), in which event interest shall be payable from such Interest Payment Date). If, as of the date of execution hereof, interest is in default with respect to any Certificates of the issue of which this is one, interest hereon shall be payable from the Interest Payment Date to which interest has previously been paidpaid or made available for payment, unless this Certificate is executed after a Special Record Date (as defined in the Trust Agreement) and before the following Special Interest Payment Date (as defined in the Trust Agreement), in which event interest shall be payable from the Dated scheduled Interest Payment Date specified abovenext preceding such date of execution. Said proportionate share of the portion of Payments designated as interest is the result of the multiplication of said the aforesaid portion of Payments designated as principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing evidencing the registered ownerRegistered Owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable in lawful money of the United States of America America, unless a wire transfer is elected as described below, by check or draft mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered Registered Owner at the close of business on the fifteenth (15th) 15th day of the calendar month next preceding the an Interest Payment Date (the “Record Date”), whether or not such 15th day is a Business Day, at the his address thereof as it appears on the registration books of the Trustee or at such other address as he may have filed with the Trustee for that purpose. Payment of portions of overdue Payments designated as interest shall be made on the Obligations maintained Special Interest Payment Dates designated by the Trustee to the Registered Owner hereof as of the Special Record Date designated by the Trustee. A Registered Owner of $1,000,000 or more in aggregate principal amount evidenced by Certificates as of the close of business of the Trustee on the Record Date for a particular Interest Payment Date or, if applicable, the Special Record Date for a particular Special Interest Payment Date, may request interest to be paid by wire transfer in immediately available funds sent (at the Registered Owner’s expense) on the Interest Payment Date or Special Interest Payment Date to such Registered Owner in accordance with written request from such Registered Owner containing the wire transfer address (which shall be in the United States) to which such Registered Owner wishes to have such wire transfer directed, received not later than ten days before the Record Date with respect to such Interest Payment Date or, if applicable, the Special Record Date for such Special Interest Payment Date. Said amounts representing evidencing the registered ownerRegistered Owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation Certificate at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount designated office of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account addressTrustee. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation Certificate has been executed and delivered by the Trustee pursuant to the terms ofof a Trust Agreement, dated as of _ 1, 2019 (the “Trust Agreement”), between the Trustee and the Lessee, and is one of a series of certificates limited in aggregate principal amount to $ ,000 (the “2019 Certificates”). The proceeds of sale of the 2019 Certificates will be used to finance construction of a municipal court facility for the purposes described in, the Trust AgreementLessee. The City Lessee is authorized to enter into the Purchase Lease Agreement and the Trust Agreement under pursuant to the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”)Arizona. Reference is hereby made to the Purchase Lease Agreement and the Trust Agreement (copies of which are on file at said office of the Designated OfficeTrustee) for further definitionsthe definition of certain capitalized terms used herein, a description of the terms, covenants and provisions pursuant to terms on which the Obligations 2019 Certificates are delivered, the rights thereunder of the registered owners Registered Owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented2019 Certificates, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under Lessee pursuant to the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security)Lease Agreement, to all of the provisions of which Purchase Lease Agreement and Trust Agreement the registered owner Registered Owner of this ObligationCertificate, by acceptance hereof, assents and agrees. The term of the Lease Agreement is from the date thereof until the end of the Lessee’s then current Fiscal Period, and thereafter for such additional Fiscal Periods as are necessary to complete the anticipated total lease term through and including July 2, 20 , unless terminated prior thereto in accordance with the provisions of the Lease Agreement. If, on or before the third Business Day prior to the last date on which the Lessee is required or permitted to adopt its budget for a Fiscal Period, the Lessee fails to adopt a budget containing a annual budgetary appropriation sufficient to make all Lease Payments coming due during the Fiscal Period for which such budgeting and appropriation are made, the Lessee will immediately notify the Lessor in writing of that fact. If, on the last date on which the Lessee is required or permitted to adopt its budget for a Fiscal Period, no such proper budgeting and final appropriation by the Mayor and Council of the Lessee shall have been made all of the Lessee’s right, title and interest in and future obligations pursuant to the Lease Agreement shall terminate (subject to reinstatement as provided therein), effective as of the last day of the last Fiscal Period for which such budgetary appropriation was properly obtained, and the Lessee shall be relieved of any subsequent obligation pursuant to this Lease Agreement with respect thereto, other than to return the Lessor possession of all of the leased property as provided in the Lease Agreement and to pay any accrued and unpaid obligations. If the Lease Agreement terminates pursuant to the preceding sentence and if, within 45 days following such date of termination, amounts described in the preceding sentence are determined to be available that would have permitted the Lease Agreement to have continued in effect with respect to the leased property if such amounts had been determined to be available before the termination of the prior Fiscal Period, then the Lease Agreement shall be reinstated with respect thereto and deemed renewed as of the day following the date of such termination, and no such termination shall be deemed to have occurred. To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners Owners of a majority in aggregate principal Aggregate Value of all Obligations then outstanding, the 2019 Certificates and may be amended without such Owners’ consent under certain circumstances but in no event such that the interests of the owners Owners of the Obligations 2019 Certificates are adversely affected, ; provided that no such amendment shall impair the right of any owner Owner to receive in any case such ownerOwner’s proportionate share of any Lease Payment or Prepayment thereof in accordance with such ownerOwner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement2019 Certificate. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation Certificate is transferable by the registered owner Registered Owner hereof, in person or by his attorney duly authorized in writing, at said office of the Designated OfficeTrustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this ObligationCertificate. Upon such transfer a new Obligation Certificate or ObligationsCertificates, of authorized denomination or denominations, for the same aggregate principal amount will be delivered to the transferee in exchange thereforherefor. The City Lessee, the Lessor and the Trustee may treat the registered owner Registered Owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation Certificate shall be overdue, and the City Lessee, the Lessor and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as As provided in the Trust Agreement. Principal represented by , the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable 2019 Certificates scheduled for payment on or after July 1, 202720 , is are subject to optional prepayment in such order and from such principal amounts payable as may be selected by at the Citydirection of the Lessee, in whole or in part on any date on or after July 1, 202620 , in whole or in part in any order designated by the Lessee or, under certain circumstances, by lot by the Trustee, and by lot within a scheduled payment date, at a prepayment price equal to the principal amount evidenced thereby to be prepaid, together with prepaid plus interest accrued interest to the date fixed for prepayment but prepayment, without premium. Principal represented by As provided in the Obligations payable Trust Agreement, the 2019 Certificates scheduled for payment on July 1, 20 , and July 1, 20 , 1 of the following years shall be prepaid subject to mandatory prepayment prior to their stated payment dates on July 1 of the years indicated set forth below and in the principal amounts indicated set forth below, at a prepayment price equal to the principal amount thereof plus interest accrued to the date of fixed for prepayment, but without premium: Year Prepaid . Prepayment Date Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 * Prepayment Date Principal Amount * * Stated Payment Date Whenever Obligations 2019 Certificates subject to mandatory prepayment are purchased, prepaid redeemed (other than because of mandatory prepayment) or are delivered by the City Lessee to the Trustee for cancellation, the principal amount of the 2019 Certificates represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the CityLessee. If less than all The 2019 Certificates are subject to prepayment on any Interest Payment Date in whole, or in part in any order designated by the Lessee, or, under certain circumstances, by lot by the Trustee, and by lot within any scheduled payment date, from the net proceeds of insurance or condemnation credited towards the prepayment of the principal represented Lease Payments by the outstanding Obligations of any payment date are Lessee pursuant to be prepaidthe Lease Agreement, at a prepayment price equal to the Obligations (or portions hereof) principal amount evidenced thereby to be prepaid will be selected by plus interest accrued to the Trustee by lot or in any customary manner as determined by the Trusteedate fixed for prepayment, without premium. Prepayments Notice of prepayment shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no mailed not less than 30 days nor more than 60 or less than 30 calendar days prior before the date set for prepayment to each Registered Owner of a 2019 Certificate to be so prepaid at the prepayment date to the registered owner at its address shown on the registration books maintained by of the Trustee. A certificate of the Trustee shall conclusively establish the mailing of , but failure so to mail any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of as to any Obligation, 2019 Certificate shall not affect the validity of the proceedings for the prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register other 2019 Certificate. On the transfer of this Obligation (i) if this Obligation has been selected specified prepayment date all 2019 Certificates called for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall cease to bear or accrue interest and shall no longer be delivered secured by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by provided funds for prepayment are on deposit at the Trusteeplace of payment at that time.
Appears in 1 contract
Sources: Trust Agreement
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT the registered owner identified aboveFOR VALUE RECEIVED, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, ArizonaEDUCATION LOANS INCORPORATED, a municipal corporation organized under the laws of the State of Arizona Delaware (the “City”"Corporation," which term includes any successor corporation under the Indenture hereinafter referred to), acknowledges itself indebted and hereby promises to pay to the registered holder specified above, or registered assigns (the "Registered Holder"), but solely from the revenues and receipts hereinafter specified and not otherwise, the Principal Amount specified above on the Stated Maturity Date specified above (subject to the right of prior redemption hereinafter mentioned), upon presentation and surrender of this Note at the Principal Office of the Trustee (as hereinafter defined), as Paying Agent for the Series 2001-1 Notes (as hereinafter defined), or a duly appointed successor Paying Agent, and to pay interest on said Principal Amount, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Holder hereof from the date hereof until the payment of said Principal Amount has been made or duly provided for, payable on each Interest Payment Date and at Maturity, at the Series 2001-1 Note Interest Rate (as hereinafter described), and at the same rate per annum (to the extent that the payment of such interest shall be legally enforceable) on overdue installments of interest. Payment of interest on this Note on each regularly scheduled Interest Payment Date shall be made by check or draft drawn upon the Paying Agent and mailed to the person who is the Registered Holder hereof as of 5:00 p.m. in the city in which Payments the Principal Office of the Note Registrar is located on the applicable Regular Record Date at the address of such Registered Holder as it appears on the Note Register maintained by the Note Registrar, or, if the Registered Holder of this Note is the Registered Holder of Series 2001-1 Notes in the aggregate principal amount of $1,000,000 or more, at the direction of such Registered Holder received by the Paying Agent by 5:00 p.m. in the city in which the Principal Office of the Paying Agent is located on the last Business Day preceding the applicable Regular Record Date, by electronic transfer by the Paying Agent in immediately available funds to an account designated by such Registered Holder. In addition, premium, if any, and other rights interest on this Note are payable at the Maturity hereof in the same manner as the principal hereof, unless the date of such maturity is a regularly scheduled Interest Payment Date, in which event interest is payable in the manner set forth in the preceding sentence. Any interest not so timely paid or duly provided for shall cease to be payable to the person who is the Registered Holder hereof at the close of business on the Regular Record Date and interests under shall be payable to the Purchase Agreement are held person who is the Registered Holder hereof at the close of business on a special record date for the payment of any such defaulted interest. Such special record date shall be fixed by the Trustee in trust under that certain Second Trust Agreementwhenever moneys become available for payment of the defaulted interest, dated and notice of the special record date shall be given to the Registered Holder hereof not less than ten days prior thereto by first-class mail to such Registered Holder as shown on the Note Register on a date selected by the Trustee, stating the date of 1, 2016 (the “Trust Agreement”), by and between the City special record date and the Trusteedate fixed for the payment of such defaulted interest. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receiveprincipal of, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), until payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date orpremium, if no any, and interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest and with respect to mandatory prepayment this Note are payable in lawful money of the United States of America by check mailed when due by first class mail America. This Note is one of an authorized issue of Notes (the "Notes"), issued and to be issued by the Trustee to the registered owner Corporation in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 one or more series pursuant to an Indenture of Trust, dated as of December 1, 1999 (as supplemented and amended, the "Indenture"), as amended and supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 1999, a Second Supplemental Indenture of Trust, dated as of December 1, 2000, and a Third Supplemental Indenture of Trust, dated as of July 1, 2001 (the "Third Supplemental Indenture"), each between the Corporation and U.S. Bank National Association, in Minneapolis, Minnesota, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture). As provided in the Indenture, the Notes are issuable in series which may vary as in the Indenture provided or permitted. This Note is one of a series of Class B Notes issued in an aggregate principal amount of $23,800,000 (the "Series 2001-1C Notes"). The Series 2001-1C Notes are issued simultaneously with two series of obligations Class A Notes issued in the aggregate principal amount of which this Obligation is a part $158,000,000 (the “Obligations”"Series 2001-1 Senior Notes" and, together with the Series 2001-1C Notes, collectively referred to herein as the "Series 2001-1 Notes"). The proceeds of the Series 2001-1 Notes will be used by the Corporation to (a) may be paid by wire transfer in immediately available funds to an account acquire student loan notes incurred under the Higher Education Act and under certain Alternative Loan Programs, (b) fund the Reserve Fund, (c) pay a portion of the interest coming due on the Series 2001-1 Notes and (d) pay Costs of Issuance of the Series 2001-1 Notes. The Series 2001-1 Senior Notes are being issued on a parity, and are equally and ratably secured under the Indenture, with the Corporation's Student Loan Asset-Backed Notes, Senior Series 1999-A and 1999-B, issued under the Indenture as Class A Notes in the United States original aggregate principal amount of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee$117,000,000, and the Trustee does not assumeCorporation's Student Loan Asset-Backed Notes, Senior Series 2000-A and 2000-B, issued under the Indenture as Class A Notes in the original aggregate principal amount of $108,200,000 (the "Prior Senior Notes"), and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms ofSeries 2001-1C Notes are being issued on a parity, and for are equally and ratably secured under the purposes described inIndenture, with the Trust Agreement. The City is authorized to enter into Corporation's Student Loan Asset-Backed Notes, Subordinate Series 1999-1C, issued under the Purchase Agreement Indenture as Class B Notes in the original principal amount of $9,300,000, and the Trust Agreement Corporation's Student Loan Asset-Backed Notes, Subordinate Series 2000-1C, issued under the laws Indenture as Class B Notes in the original principal amount of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”)$22,000,000. Reference is hereby made to the Purchase Agreement and the Trust Agreement (Indenture, copies of which are on file at in the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder principal corporate trust office of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security forTrustee, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner any Registered Holder of this ObligationNote by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the various classes of Notes and Other Obligations secured thereunder; the student loan acquisition program being financed by acceptance hereofthe issuance of the Notes; the revenues and other moneys pledged to the payment of the principal of, assents premium, if any, and agrees. (To interest on the Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the conditions upon which Notes may be issued or Other Obligations may be incurred by the Corporation thereunder, payable from such revenues and other moneys thereunder as Senior Obligations, Subordinate Obligations or Class C Notes; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any suit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Corporation and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof. Terms used with initial capital letters but not defined in this Note have the respective meanings given such terms in the manner permitted by Indenture. The Series 2001-1 Senior Notes are being issued as, and will constitute, Class A Notes under the Indenture. The Series 2001-1C Notes are being issued as, and will constitute, Class B Notes under the Indenture. The Notes and Other Obligations are limited obligations of the Corporation, payable solely from the revenues and assets of the Corporation pledged therefor under the Indenture, including certain notes evidencing Student Loans and the proceeds of the Corporation's bonds, notes or other evidences of indebtedness, if any, issued with respect to the Notes. The Series 2001-1C Notes constitute Class B Notes under the Indenture which are subordinated in right of payment, the direction of remedies and certain other matters in accordance with the terms of the Trust AgreementIndenture to the rights of the Holders of Class A Notes issued from time to time under the Indenture (including, without limitation, the provisions of the Trust Agreement Prior Senior Notes and the Purchase Agreement may Series 2001-1 Senior Notes) and Other Senior Beneficiaries thereunder. A failure to pay principal of, premium, if any, or interest on this Class B Note will not constitute an Event of Default under the Indenture if any Senior Obligation is Outstanding. Interest payable on this Note shall be amended by computed on the parties thereto with basis of actual days elapsed and accrue daily from the written consent of date hereof (on the owners basis of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein360-day year), and no member is payable on each regularly scheduled Interest Payment Date prior to the Maturity hereof and at the Maturity hereof. The interest payable on each Interest Payment Date for this Note shall be that interest which has accrued through the last day of the Mayor and Councillast complete Interest Period immediately preceding the Interest Payment Date or, officer or agent, as such, past, present or future, in the case of the City Maturity hereof, the last day preceding the date of such Maturity. The Series 2001-1 Note Interest Rate shall be personally liable for effective as of and on the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, first day (whether or not this Obligation shall a Business Day) of the applicable Interest Period and be overdue, and in effect thereafter through the City and the Trustee shall not be affected by any notice to the contraryend of such Interest Period. The Trustee may require unpaid principal amount hereof from time to time outstanding shall bear interest at a registered ownerSeries 2001-1 Note Auction Rate, among other thingsas described below, payable on each Interest Payment Date and at the Maturity hereof, such interest to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with accrue from the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions later of the Trust Agreement date hereof or the Purchase Agreement date through which interest has been paid or to institute any action to enforce duly provided for. During the covenants thereofInitial Interest Period, or to take any action with respect to this Note shall bear interest at the Series 2001-1 Note Initial Interest Rate. Thereafter until an Auction Period Adjustment, if any, this Note shall bear interest at a default thereunder or hereunderSeries 2001-1 Note Auction Rate based on an Auction Period that shall generally consist of 28 days, or to institute, appear in or defend any suit or other proceedings with respect thereto, except all as provided determined in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the TrusteeThird Supplemental Indenture.
Appears in 1 contract
Sources: Third Supplemental Indenture of Trust (Education Loans Inc /De)
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT The City of Roseville (the registered owner identified “City”) for and on behalf of the City of Roseville ▇▇▇▇▇▇▇▇▇ Community Facilities District No. 1 (Public Facilities) (the “District”), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assignsassigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2018 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this 2018 Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this 2018 Bond at a designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”). Interest on this 2018 Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner's address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of 2018 Bonds. This 2018 Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on May 23, 2018 (the “Resolution”), pursuant to the ▇▇▇▇▇-▇▇▇▇ Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 California Government Code (this the “Obligation▇▇▇▇▇-▇▇▇▇ Act”) for the purpose of providing moneys for the construction and acquisition of improvements within the District, and is one of the owner bonds designated “City of an undivided, participatory, proportionate interest in Roseville ▇▇▇▇▇▇▇▇▇ Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2018” (the right to receive certain “Payments” under 2018 Bonds”). The issuance of the 2018 Bonds and defined in that certain Second Purchase the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of December 1, 2016 (the “Purchase Agreement”)2014, as amended and supplemented by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Supplemental Agreement are held by the Trustee in trust under that certain Second Trust Agreement, No. 1 to Fiscal Agent Agreement dated as of July 1, 2016 2018 (together, the “Trust Agreement”), by and between the City and the TrusteeFiscal Agent and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this 2018 Bond assents to said terms and conditions. The Trustee maintains a corporate trust office for payment Agreement is authorized under, this 2018 Bond is issued under and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), until payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations both are to administerbe construed in accordance with, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona California. Pursuant to the ▇▇▇▇▇-▇▇▇▇ Act, the Agreement and by ordinance the Resolution, the principal of and interest on this 2018 Bond are payable, on a parity with previously issued bonds of the Mayor and Council of District, solely from the City adopted , 2016 annual special tax authorized under the ▇▇▇▇▇-▇▇▇▇ Act to be collected within the District (the “OrdinanceSpecial Tax”)) and certain funds held under the Agreement. Reference Interest on this 2018 Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is hereby made authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the Purchase Agreement and first Record Date, in which event interest will be payable from the Trust Agreement (copies of which are on file 2018 Bond Date shown above; provided however, that if at the Designated Office) for further definitionstime of authentication of this 2018 Bond, interest is in default hereon, this 2018 Bond shall bear interest from the terms, covenants and provisions pursuant Interest Payment Date to which interest has previously been paid or made available for payment hereon. Any tax for the Obligations are deliveredpayment hereof shall be limited to the Special Tax, except to the rights thereunder of extent that provision for payment has been made by the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement City as may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) law. The obligation of the City to make the Payments does 2018 Bonds do not represent or constitute a general obligation obligations of the City for which the City is obligated to levy or pledge any form of pledge, or has levied or pledged, general or special taxation nor does other than described herein above. The 2018 Bonds may be redeemed prior to maturity at the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation option of the City from any source of available funds, as a whole or in part, on any date on and after September 1, 2025 at the following respective redemption prices (expressed as described hereinpercentages of the principal amount of the 2018 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price September 1, 2025 through August 31, 2026 103% September 1, 2026 through August 31, 2027 102 September 1, 2027 through August 31, 2028 101 September 1, 2028 and no member any date thereafter 100 The 2018 Bonds are subject to mandatory redemption from prepayments of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented Special Tax by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the Cityproperty owners, in whole or in part among maturities as are specified by the City and by lot within a maturity, on any date on or after July 1, 2026, Interest Payment Date at a price equal to the following respective redemption prices (expressed as percentages of the principal amount of the 2018 Bonds to be prepaidredeemed), together with plus accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued thereon to the date of prepaymentredemption: Redemption Dates Redemption Price September 1, but 2018 through and including March 1, 2026 103% September 1, 2026 and March 1, 2027 102 September 1, 2027 and March 1, 2028 101 September 1, 2028 and any Interest Payment Date thereafter 100 The Term 2018 Bonds maturing September 1, 2043 and September 1, 2048 are subject to mandatory sinking payment redemption in part on September 1, 2039 and September 1, 2044, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables: Year Prepaid Principal Amount Prepaid Term 2018 Bonds Maturing July September 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased2043 Mandatory Redemption Date (Sept. 1) Sinking Fund Payment 2039 $495,000 2040 540,000 2041 585,000 2042 635,000 2043 (maturity) 685,000 Term 2018 Bonds Maturing September 1, prepaid 2048 Mandatory Redemption Date (other than because Sept. 1) Sinking Fund Payment 2044 $735,000 2045 770,000 2046 810,000 2047 850,000 2048 (maturity) 895,000 The amounts in the foregoing table shall be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory prepayment) or are delivered redemption of the 2018 Bonds as directed by the City in an Officer’s Certificate. Notice of redemption with respect to the Trustee 2018 Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This 2018 Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this 2018 Bond shall be entered by the Fiscal Agent in books kept by it for cancellationthis purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal amount represented thereby so retired hereof, interest hereon and any redemption premium shall satisfy and be credited against payable only to the mandatory prepayment requirements therefor for registered owner or to such Owner's order. The Fiscal Agent shall require the same series in Owner requesting transfer or exchange to pay any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are tax or other governmental charge required to be prepaid, the Obligations (paid with respect to such transfer or portions hereof) exchange. No transfer or exchange hereof shall be required to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar made (i) within 15 days prior to the prepayment date to the registered owner at its address shown on the registration books maintained established by the Trustee. A certificate Fiscal Agent for selection of the Trustee shall conclusively establish the mailing of any 2018 Bonds for redemption or (ii) with respect to a 2018 Bond after such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation 2018 Bond has been selected for prepaymentredemption. The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the 2018 Bonds is not subject to acceleration upon a default under the Agreement or any other document. This 2018 Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this 2018 Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this 2018 Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or (ii) during a period Constitution of fifteen (15) days preceding the giving State of a notice California. Unless this 2018 Bond is presented by an authorized representative of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given The Depository Trust Company to the transferor shall be binding on the transfereeFiscal Agent for registration of transfer, exchange or payment, and a copy any 2018 Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trusteeowner hereof, Cede & Co., has an interest herein.
Appears in 1 contract
Sources: Supplemental Agreement
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT Under and by virtue of the registered owner identified aboveRefunding Act of 1984 for 1915 Improvement Act Bonds, or registered assigns, as Division 11.5 of the registered owner Streets and Highways Code of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 California (the “Purchase AgreementAct”), by and between ........................................ ...........……....................……………… the County of Orange, State of California (the “TrusteeCounty”), and the City of Avondalewill, Arizona, a municipal corporation under the laws out of the State redemption fund for the payment of Arizona the bonds issued upon the unpaid portion of reassessments made for the refunding bonds more fully described in proceedings taken pursuant to Resolution No. adopted by the Board of Supervisors of the County on , 2017, pay to the Registered Owner identified above or registered assigns (the “CityRegistered Owner”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth aboveMaturity Date identified above or on any earlier redemption date, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), until payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable Principal Amount identified above in lawful money of the United States of America America; and to pay interest at the Rate of Interest identified above in like lawful money from the date hereof payable semiannually on March 2 and September 2 in each year, commencing [March 2], 2018 (the “Interest Payment Dates”) until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to [February 15], 2018, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the designated corporate trust office (the “Trust Office”) of U.S. Bank National Association, as Trustee (the “Trustee”). Interest hereon is payable by check of the Trustee mailed when due by first class mail by or wire transfer on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the Registration Books of the Trustee to the registered owner in whose name this Obligation is registered at as of the close of business on the fifteenth (15th) calendar day of the calendar month next preceding the such Interest Payment Date at Date. This Bond shall not be entitled to any benefit under the address thereof Act, the Resolution authorizing the issuance of the bonds, adopted by the Board of Supervisors of the County on , 2017 (the “Resolution of Issuance”) or the Indenture of Trust, dated as it appears on of January 1, 2018 (the registration books “Indenture”), by and between the County and the Trustee, executed pursuant to the Resolution of Issuance, or become valid or obligatory for any purpose, until the Obligations maintained certificate of authentication hereon shall have been dated and signed by the Trustee. Said amounts representing Capitalized undefined terms used in this Bond shall have the registered owner’s share meanings ascribed thereto in the Indenture. This Bond is one of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the several series of obligations of which this Reassessment District No. 17-1R (Newport Coast Phase IV) Limited Obligation is a part Improvement Refunding Bonds (the “ObligationsBonds”) of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by said County under the Act and the Indenture for the purpose of providing means for paying for the refunding of the Prior Bonds as more particularly described in said proceedings, and is secured by the moneys in the redemption fund (as may be paid limited by wire transfer in immediately available funds to an account in the United States Indenture) and by the unpaid portion of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations said reassessments made for the payment of interest or said refunding, and, including principal represented by the Obligations. The Trustee’s sole obligations are to administerand interest, for the benefit is payable exclusively out of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”)said fund. Reference is hereby made to the Purchase Agreement Indenture and the Trust Agreement (copies all agreements supplemental thereto for a description of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the ObligationsBonds, of the terms under which nature and extent of the Trust Agreement or Reassessments (as that term is defined in the Purchase Agreement may be modified or supplementedIndenture), of the rights, duties and immunities of the Trustee and the security for, and of the rights and obligations of the City under County thereunder; and all of the Purchase Agreement (including with respect to certain obligations secured terms of the Indenture are hereby incorporated herein and to be secured on constitute a parity lien basis with contract between the security for County and the Payments Registered Owner hereof, and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this ObligationRegistered Owner hereof, by acceptance hereof, assents and agrees. (To The Bonds shall be subject to optional redemption in whole or in part, on any date on or after September 2, 20 , at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption. The Bonds shall be subject to mandatory redemption, in whole or in part, by lot, on any Interest Payment Date, from and to the extent and of any prepayments of principal of the Reassessments as more particularly set forth in the manner permitted Indenture, at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption. March 2, 2026 103% September 2, 2026 and March 2, 2027 102 September 2, 2027 and March 2, 2028 101 September 2, 2028 and thereafter 100 Redemption Dates Redemption Price Any Interest Payment Date through The Trustee on behalf and at the expense of the County shall mail (by first class mail) notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the Registration Books maintained by the terms Trustee, at least 20 but not more than 60 days prior to the redemption date; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the Trust Agreement, proceedings for the provisions redemption of such Bonds or the cessation of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent accrual of interest thereon. The redemption price of the owners of a majority in aggregate principal of all Obligations then outstanding, Bonds to be redeemed shall be paid only upon presentation and may be amended without such consent under certain circumstances but in no event such that surrender thereof at the interests Trust Office of the owners of Trustee. From and after the Obligations are adversely affected, provided that no such amendment shall impair the right date fixed for redemption of any owner Bonds, interest on such Bonds will cease to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) accrue. The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (Bonds are issuable as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form Bonds without coupons in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or any integral multiples multiple thereof. The Obligations shall not be transferable or exchangeableSubject to the limitations and upon payment of the charges, except as if any, provided in the Trust Agreement. This Obligation Indenture, fully registered Bonds may be exchanged at the Trust Office of the Trustee for an Obligation or Obligations a like aggregate principal amount and maturity of aggregate payment amount in fully registered Bonds of other authorized denominations having the same payment date and interest ratedenominations. This Obligation Bond is transferable by the registered owner Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Designated OfficeTrust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement Indenture, and upon surrender and cancellation of this ObligationBond. Upon such transfer a new Obligation fully registered Bond or ObligationsBonds, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be delivered issued to the transferee in exchange thereforherefor. The City County and the Trustee may treat the registered owner Registered Owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City County and the Trustee shall not be affected by any notice to the contrary. The Indenture and the rights and obligations of the County and of the owners of the Bonds and of the Trustee may require a registered owner, among other thingsbe modified or amended from time to time and at any time in the manner, to furnish appropriate endorsements the extent, and transfer documents and to pay any taxes or governmental charges required by law in connection with upon the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as terms provided in the Trust Agreement. Principal represented by Indenture; provided that no such modification or amendment shall (a) extend the Obligations payable before maturity of or on July 1, 2026, is not subject to prepayment. Principal represented by reduce the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part interest rate on any date on Bond or after July 1, 2026, at a price equal to the amount of principal amount to be prepaid, together with accrued interest to thereof without the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 express written consent of the years indicated and in owner of such Bond, (b) reduce the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date percentage of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor Bonds required for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are written consent to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys amendment or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepaymentmodification, or (iic) during a period permit the creation of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding lien on the transfereeReassessments and other assets pledged under the Indenture, and a copy or deprive the Bond Owners of the notice lien created under the Indenture on the Reassessments and such other assets, without the consent of prepayment shall be delivered by the Trustee owners of all outstanding Bonds. The Bonds are Limited Obligation Refunding Bonds because, under the Indenture, the County is not obligated to advance funds from the transferee along with County treasury to cure any deficiency which may occur in the duly registered Obligationredemption fund for the Bonds; provided, however, the County is not prevented, in its sole discretion, from advancing funds. This Obligation Bond shall not be entitled to any security or benefit under the Trust Agreement Indenture or become valid or obligatory for any purpose, until executed the certificate of authentication hereon shall have been manually signed by the Trustee.
Appears in 1 contract
Sources: Indenture of Trust
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT No. FXR- --- ----------------- ---------------- AIRGAS, INC. MEDIUM-TERM NOTE, SERIES A (Fixed Rate) ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY DATE: INTEREST PAYMENT DATE(S) DEFAULT RATE: % [ ] and ------- ------- [ ] Other: INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: PERCENTAGE: % PERCENTAGE REDUCTION: % OPTIONAL REPAYMENT [ ] CHECK IF AN ORIGINAL DATE(S): ISSUE DISCOUNT NOTE Issue Price: % AUTHORIZED DENOMINATION: [ ] $1,000 and integral multiples thereof [ ] Other: ADDENDUM ATTACHED OTHER/ADDITIONAL PROVISIONS: [ ] Yes [ ] No AIRGAS, INC., Delaware Corporation (the registered owner identified above"Company", which terms include any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, as the registered owner principal sum of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date" with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal amount set forth abovehereof is paid or duly made available for payment, representing a portion and (to the extent that the payment of such interest shall be legally enforceable) at the payments due designated as principal coming due and to receive semiannually Default Rate per annum specified above on January 1 and July 1 of any overdue principal, premium and/or interest. The Company will pay interest in arrears on each year commencing 1, 20 (the “Interest Payment Dates”Date, if any, specified above (each, an "Interest Payment Date"), until payment in full of said portion of principal or prepayment prior thereto, commencing with the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the first Interest Payment Date or, if no interest has been paid, from next succeeding the Dated Original Issue Date specified above. Said , and on the Maturity Date; provided, however, that if the Original Issue Date occurs between -------- ------- a Record Date (as defined below) and the next succeeding Interest Payment Date, interest is payments will commence on the result second Interest Payment Date next succeeding the Original Issue Date to the holder of this Note on the multiplication of said principal by the interest rate per annum set forth aboveRecord Date with respect to such second Interest Payment Date. Interest shall on this Note will be calculated computed on the basis of a 360-day year composed of twelve 30-day months. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (12or from, and including, the Original Issue Date if no interest has been paid or duly provided for) months of thirty to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (30) days each, an "Interest Period"). Said amounts representing the registered owner’s share of the Payments designated as The interest so payable, and with respect punctually paid or duly provided for, on any Interest Payment Date will, subject to mandatory prepayment are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee certain exceptions described herein, be paid to the registered owner person in whose name this Obligation Note (or one or more predecessor Notes) is registered at the close of business on the fifteenth calendar day (15thwhether or not a Business Day, as defined below) day of the calendar month next immediately preceding the such Interest Payment Date (the "Record Date"); provided, however, that interest payable on -------- ------- the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") will forthwith cease to be payable to the holder on any Record Date, and shall be paid to the person in whose name this Note is registered at the address thereof as it appears close of business on a special record date (the registration books "Special Record Date") for the Obligations maintained payment of such Defaulted Interest to be fixed by the Trustee. Said amounts representing Trustee hereinafter referred to, notice whereof shall be given to the registered owner’s share of the Payments designated as principal are payable when due upon surrender holder of this Obligation at Note by the Designated Office. Principal Trustee not less than 10 calendar days prior to such Special Record Date or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note may be listed, and upon such notice as may be required by wire transfer such exchange, all as more fully provided for in the Indenture. Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to an account in any applicable repayment of this Note, a duly completed election form as contemplated on the United States of America if reverse hereof) at the owner makes a written request corporate trust office of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, currently located at least twenty ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10286, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine; provided, however, that a holder of $10,000,000 or more in aggregate principal -------- ------- amount of Notes (20whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee not less than 15 calendar days before prior to such Interest Payment Date. Any such wire transfer instructions received by the date of payment specifying the account address. The notice may provide that it Trustee shall remain in effect for subsequent payments until otherwise requested in revoked by such holder. If any Interest Payment Date or the Maturity Date falls on a subsequent written notice. The Trustee has no obligation or liability to day that is not a Business Day, the registered owners of the Obligations for the required payment of principal, premium, if any, and/or interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of next succeeding Business Day with the Citysame force and effect as if made on the date such payment was due, and not by the Trustee, and the Trustee does not assume, and no interest shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”). Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including accrue with respect to certain obligations secured and to be secured on a parity lien basis with the security such payment for the Payments period from and to certain limitations on after such security), to all of Interest Payment Date or the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agentMaturity Date, as suchthe case may be, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any such payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trusteenext succeeding Business Day.
Appears in 1 contract
Sources: Note Agreement (Airgas Inc)
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT the registered owner identified aboveTHE CITY OF SPRINGDALE, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, ArizonaARKANSAS, a municipal corporation public body politic and corporate, organized and existing under the laws of the State of Arizona Arkansas (the “"City”"), for value received, hereby promises to pay, from the sources hereinafter described, the Principal Amount stated above, in lawful money of the United States of America, to the Registered Owner stated above or the registered assigns, on the Maturity Date stated above (unless this Bond shall have been called for prior redemption, in which Payments case on such redemption date), upon the presentation and other rights and interests under surrender hereof at the Purchase Agreement are held by designated corporate trust office of Regions Bank, as Trustee (the Trustee "Trustee"), in Little Rock, Arkansas, or at the principal office of its successor in trust under that certain Second Trust Agreementan Indenture of Trust, dated as of October 1, 2016 2003 (the “Trust Agreement”"Indenture"), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment , and transfer to pay, from like sources, to the Registered Owner stated above as of this Obligation the fifteenth day of the calendar month prior to an Interest Payment Date (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”"Regular Record Date"), until payment in full of said portion of principal by check or prepayment prior thereto, draft mailed by the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing Trustee on the last date on which interest was paid and ending on the day prior to the Interest Payment Date orto such Registered Owner at his address as it last appears on the registration books kept for that purpose at the office of the Trustee, if no interest on said sum in like coin or currency from the Original Issue Date stated above or from the most recent date from which interest has been paidpaid or duly provided for, from at the Dated Date specified Interest Rate stated above. Said interest is the result , payable semiannually on April 1 and October 1 of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated each year, commencing April 1, 2004, on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share -day months, until payment of the Payments designated as principal hereof has been made or provided for. The Trustee may make payments of principal at maturity or upon redemption and payment of interest and with respect to mandatory prepayment are payable in lawful money of by wire transfer within the United States to any owner of America by check mailed when due by first class mail by at least $1,000,000 in aggregate principal amount of the Bonds requesting the same in writing addressed to the Trustee as provided in this Indenture. Any interest not timely paid or duly provided for shall cease to be payable to the registered owner in whose name this Obligation is registered Registered Owner hereof at the close of business on the fifteenth (15th) day of applicable Regular Record Date and shall be payable to the calendar month next preceding the Interest Payment Date Registered Owner hereof at the address thereof close of business on a Special Record Date (as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account defined in the United States of America if the owner makes a written request of the Trustee at least twenty (20Indenture) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligationsany defaulted interest. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation Such Special Record Date shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered fixed by the Trustee pursuant whenever monies become available for payment of the defaulted interest, and notice of such Special Record Date shall be given to the terms ofRegistered Owner hereof not less than ten days prior thereto. If the date for making any payment or the last day for performance of any act or the exercise of any right, as provided in this Bond, shall not be a "Business Day" as defined in this Indenture, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and for effect as if done on the purposes described innominal date provided in this Bond. Notwithstanding anything herein to the contrary, when this Bond is registered in the name of a Depository (as defined in this Indenture) or its nominee, the Trust Agreementprincipal and redemption price of and interest on this Bond shall be payable in same day or federal funds delivered or transmitted to the Depository or its nominee. The City This Bond is one of a duly authorized to enter into the Purchase Agreement and the Trust Agreement under the laws series of the State of Arizona and by ordinance of the Mayor and Council bonds of the City adopted designated as "City of Springdale, 2016 Arkansas Industrial Development Refunding Revenue Bonds (the “Ordinance”Advanced Environmental Recycling Technologies, Inc Project) Series ▇▇▇▇" (▇▇▇ "▇▇▇▇▇"). Reference is hereby made to The Bonds have been issued under Title 14, Chapter 267 of the Purchase Agreement Arkansas Code of 1987, Annotated, and Title 14, Chapter 164, subchapter 2 of the Trust Agreement Arkansas Code of 1987, Annotated (copies of which are on file at the Designated Office) for further definitionstogether, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security"Act"), to all of the provisions of which Purchase Agreement refund and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of pay the City to make of Springdale, Arkansas Industrial Development Revenue Bonds (Advanced Environmental Recycling Technologies, Inc. Project) Series 1999A (the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein"Series 1999 Bonds"), originally issued to finance and no member refinance costs of acquiring, constructing and equipping certain solid waste recovery and manufacturing facilities (the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject "Facilities"); to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee.fund
Appears in 1 contract
Sources: Indenture of Trust (Advanced Environmental Recycling Technologies Inc)
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT CITY OF SAN ▇▇▇▇ FINANCING AUTHORITY, a public body, corporate and politic, duly organized and existing under and pursuant to the laws of the State of California (herein called the "Authority"), for value received, hereby promises to pay (but only out of the Revenues hereinafter mentioned) the registered owner identified specified above, or registered assigns, as on the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 Maturity Date specified above (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to any right of prior redemption hereinafter mentioned) the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing 1, 20 (the “Interest Payment Dates”), until payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date Principal Amount specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable above in lawful money of the United States of America America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated as of an interest payment date, in which event it shall bear interest from the date of authentication hereof, or unless this Bond is authenticated after a record date and before an interest payment date, in which event it shall bear interest from the next succeeding interest payment date, or unless this Bond is authenticated on or prior to [November 15, 2013, in which event it shall bear interest from the date hereof) until payment of such Principal Amount in full as provided in the Trust Agreement hereinafter mentioned, at the rate of interest specified above, payable semiannually on June 1 and December 1 in each year, commencing [December 1, 2013], by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the such registered owner’s share ; provided that upon the request of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable to any owner of at least $1,000,000 or more in aggregate principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may Bonds, such payment shall be paid made by wire transfer in immediately available funds to an account designated by such owner. The principal (or redemption price) hereof is payable at the Corporate Trust Office (as defined in the United States Trust Agreement hereinafter mentioned) of America if ▇▇▇▇▇ Fargo Bank, National Association (herein called the owner makes "Trustee"). This Bond is one of a written request duly authorized issue of Bonds of the Trustee at least twenty Authority designated as the City of San ▇▇▇▇ Financing Authority Lease Revenue Refunding Bonds, Series 2013B (20Civic Center Garage Project) days before (herein called the date "Bonds"), of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners an initial aggregate principal amount of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established $ all issued pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part provisions of the City▇▇▇▇▇-▇▇▇▇ Local Bond Pooling Act of 1985, and not by constituting Article 4, Chapter 5, Division 7, Title 1 (commencing with Section 6584) of the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws Government Code of the State of Arizona California (herein called the "Law"), and pursuant to a Trust Agreement, dated as of June 1, 2013, by ordinance and between the Authority and the Trustee (herein called the "Trust Agreement"), authorizing the issuance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”)Bonds. Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies a copy of which are is on file at said office of the Designated OfficeTrustee) and all Trust Agreements supplemental thereto and to the Law for further definitionsa description of the terms on which the Bonds are issued, the termsprovisions with regard to the nature and extent of the Revenues, covenants as that term is defined in the Trust Agreement, and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, Bonds and the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security)Authority thereunder, to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this ObligationBond, by acceptance hereof, assents and agrees. (To The proceeds of the extent Bonds will be used by the Authority for the purposes and on the terms and conditions set forth in the Trust Agreement and in the manner permitted Project Lease, dated as of June 1, 2013, by and between the Authority, as lessor, and the City of San ▇▇▇▇ (the "City"), as lessee (herein called the "Project Lease"). This Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Trust Agreement) are payable from, and are secured by a pledge and assignment of, the Revenues (as that term is defined in the Trust Agreement) derived from a portion of the amounts payable by the terms of City under the Project Lease. Except to the extent set forth in the Trust Agreement, all such Revenues are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Trust Agreement and the Purchase Agreement may be amended by Law, for the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstandingsecurity and payment or redemption of, and may be amended without such consent under certain circumstances for the security and payment of interest on the Bonds; but in no event such that the interests of the owners of the Obligations are adversely affectednevertheless, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) the Trust Agreement, out of Revenues certain amounts may be applied for other purposes as provided in the Trust Agreement. The obligation Bonds are special obligations of the City to make the Payments does not represent or constitute Authority, payable solely from and secured by a general obligation pledge of the City for which aforementioned Revenues as specified herein and in the City is obligated to levy Trust Agreement. Neither the payment of the principal of the Bonds, nor any interest thereon, constitutes a debt, liability or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the Agency (as that term is defined in the Trust Agreement), the Authority or the State of Arizona or any of its political subdivisions California. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction restriction. The rights and obligations of the Authority and the holders of the Bonds may be modified or otherwiseamended at any time in the manner, to the extent and upon the terms provided in the Trust Agreement, but no such modification or amendment shall (1) extend the fixed maturity of this Bond or reduce the rate of interest hereon or extend the time of payment of interest, or reduce the amount of the principal hereof or reduce any premium payable upon the redemption hereof, without the consent of the holder hereof, or (2) reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, all as more fully set forth in the Trust Agreement. Neither The Bonds maturing on or after June 1, 20 are subject to optional redemption prior to maturity on or after June 1, 20 at the option of the Authority, as a whole or in part on any date, as is set forth in a Request of the Authority, from such maturities as are selected by the Authority (including sinking fund payments as a maturity), from amounts deposited with the Trustee by the Authority from any funds available therefor other than proceeds of insurance or eminent domain proceedings, at a redemption price equal to the principal amount of Bonds to be redeemed plus accrued but unpaid interest to the redemption date, without premium. The Bonds are subject to redemption on any date without premium under the circumstances prescribed and as provided in the Trust Agreement, as a whole or in part, through the application of proceeds of insurance and eminent domain proceedings. The Term Bonds maturing on June 1, 20 shall be subject to mandatory redemption from mandatory Sinking Account Payments, in part, by lot, on June 1, 20 and on June 1, 20 from money on hand in the Principal Fund at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date, without premium. The principal amount of such Term Bonds to be redeemed and the dates therefor shall be as set forth in the following schedule: Redemption Date (June1) * *Maturity The Term Bonds maturing on June 1, 20 shall be subject to mandatory redemption from mandatory Sinking Account Payments, in part, by lot, on June 1, 20 and on June 1, 20 from money on hand in the Principal Fund at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date, without premium. The principal amount of such Term Bonds to be redeemed and the dates therefor shall be as set forth in the following schedule: Redemption Date (June1) * *Maturity As provided in the Trust Agreement, notice of redemption shall be mailed, by first class mail, not less than 30 nor more than 60 days prior to the redemption date, to the registered owners owner of Bonds designated for redemption, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the Obligations proceedings for redemption. The Authority shall have any the right under any circumstances to accelerate the payment dates rescind notices of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except redemption as provided in the Trust Agreement. This Obligation If this Bond is called for redemption and payment is duly provided therefor as specified in the Trust Agreement, interest shall cease to accrue hereon from and after the date fixed for redemption. If an event of default, as defined in the Trust Agreement, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Trust Agreement but such declaration and its consequences may be rescinded and annulled as further provided in the Trust Agreement. The Bonds are issuable only as fully registered Bonds without coupons in the denomination of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Trust Agreement, Bonds may be exchanged for an Obligation or Obligations a like aggregate principal amount of aggregate payment amount in fully registered Bonds of any other authorized denominations having subject to the same payment date conditions and interest raterestrictions contained in the Trust Agreement. This Obligation Bond is transferable by the registered owner hereof, in person or by his or her attorney duly authorized in writing, at said office of the Designated OfficeTrustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement Agreement, and upon surrender and cancellation of this ObligationBond. Upon such transfer a new Obligation fully registered Bond or Obligations, Bonds without coupons of authorized denomination or denominations, for the same aggregate principal amount amount, will be delivered issued to the transferee in exchange thereforherefor. The City Authority and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City Authority and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered ownerIt is hereby certified that all of the conditions, among other thingsthings and acts required to exist, to furnish appropriate endorsements have happened or to have been performed precedent to and transfer documents in the issuance of this Bond do exist, have happened or have been performed in due and to pay any taxes or governmental charges regular time, form and manner as required by law in connection with the exchange or transfer. The registered owner Law and the laws of the State of California, and that the amount of this Obligation shall have no right to enforce the provisions Bond, together with all other indebtedness of the Trust Agreement Authority, does not exceed any limit prescribed by the Law or any laws of the Purchase Agreement or State of California, and is not in excess of the amount of Bonds permitted to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in be issued under the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation Bond shall not be entitled to any security or benefit under the Trust Agreement or become valid or obligatory for any purpose until executed the certificate of authentication and registration hereon endorsed shall have been manually signed by the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
Appears in 1 contract
Sources: Trust Agreement
Principal Amount. DOLLARS THIS IS TO CERTIFY THAT that the registered owner Registered Owner identified above, or registered assigns, as the registered owner Registered Owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) Certificate is the owner of an undivided, participatory, undivided proportionate interest in the Lease-Purchase Agreement, dated as of 1, 2020 (the “Lease Agreement”), by and between .................................................................................., as trustee, as lessor (the “Lessor”), and City of Flagstaff, Arizona, as lessee (the “Lessee”), together with the right to receive certain “Payments” under and defined in that “Prepayments” made pursuant thereto, which Payments and Prepayments and certain Second Purchase Agreementother rights and interests pursuant to the Lease Agreement are held by ................................................................................, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… trustee (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer Registered Owner of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation Certificate is entitled to receive, subject to the terms of the Purchase Lease Agreement, on the payment date Principal Payment Date set forth above, the principal amount Principal Amount set forth above, representing evidencing a portion of the payments due Payments designated as principal coming due during the preceding 12 months, and to receive on 1, 20 , and semiannually thereafter on January February 1 and July August 1 of each year commencing 1, 20 (the “Interest Payment Dates”), ) until payment in full of said portion of principal or prepayment prior theretoprincipal, the registered ownerRegistered Owner’s proportionate share of the payments Payments designated as interest coming due during the six months or shorter period commencing on immediately preceding each of the last date on which Interest Payment Dates; provided that interest was paid with respect hereto shall be payable from the Dated Date indicated above and ending on the day prior to then from the Interest Payment Date ornext preceding the date of execution of this Certificate (unless (i) this Certificate is executed on an Interest Payment Date, if no in which event interest shall be payable from such Interest Payment Date, or (ii) this Certificate is executed after the close of business on the 15th day of the month preceding an Interest Payment Date, whether or not such 15th day is a Business Day (as defined in the hereinafter described Trust Agreement), in which event interest shall be payable from such Interest Payment Date). If, as of the date of execution hereof, interest is in default with respect to any Certificates of the issue of which this is one, interest hereon shall be payable from the Interest Payment Date to which interest has previously been paidpaid or made available for payment, unless this Certificate is executed after a Special Record Date (as defined in the Trust Agreement) and before the following Special Interest Payment Date (as defined in the Trust Agreement), in which event interest shall be payable from the Dated scheduled Interest Payment Date specified abovenext preceding such date of execution. Said proportionate share of the portion of Payments designated as interest is the result of the multiplication of said the aforesaid portion of Payments designated as principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing evidencing the registered ownerRegistered Owner’s share of the Payments designated as interest and with respect to mandatory prepayment are payable in lawful money of the United States of America America, unless a wire transfer is elected as described below, by check or draft mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered Registered Owner at the close of business on the fifteenth (15th) 15th day of the calendar month next preceding the an Interest Payment Date (the “Record Date”), whether or not such 15th day is a Business Day, at the his address thereof as it appears on the registration books of the Trustee or at such other address as he may have filed with the Trustee for that purpose. Payment of portions of overdue Payments designated as interest shall be made on the Obligations maintained Special Interest Payment Dates designated by the Trustee to the Registered Owner hereof as of the Special Record Date designated by the Trustee. A Registered Owner of $1,000,000 or more in aggregate principal amount evidenced by Certificates as of the close of business of the Trustee on the Record Date for a particular Interest Payment Date or, if applicable, the Special Record Date for a particular Special Interest Payment Date, may request interest to be paid by wire transfer in immediately available funds sent (at the Registered Owner’s expense) on the Interest Payment Date or Special Interest Payment Date to such Registered Owner in accordance with written request from such Registered Owner containing the wire transfer address (which shall be in the United States) to which such Registered Owner wishes to have such wire transfer directed, received not later than ten days before the Record Date with respect to such Interest Payment Date or, if applicable, the Special Record Date for such Special Interest Payment Date. Said amounts representing evidencing the registered ownerRegistered Owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation Certificate at the Designated Office. Principal or interest payable to any owner of $1,000,000 or more in principal amount designated office of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account addressTrustee. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation Certificate has been executed and delivered by the Trustee pursuant to the terms ofof a Trust Agreement, dated as of _ 1, 2020 (the “Trust Agreement”), between the Trustee and the Lessee, and for is one of a series of certificates limited in aggregate principal amount to $ ,000 (the purposes described in, the Trust Agreement“2020 Certificates”). The City proceeds of sale of the 2020 Certificates will be used to fund all or a portion of the Lessee’s unfunded pension liabilities. The Lessee is authorized to enter into the Purchase Lease Agreement and the Trust Agreement under pursuant to the laws of the State of Arizona and by ordinance of the Mayor and Council of the City adopted , 2016 (the “Ordinance”)Arizona. Reference is hereby made to the Purchase Lease Agreement and the Trust Agreement (copies of which are on file at said office of the Designated OfficeTrustee) for further definitionsthe definition of certain capitalized terms used herein, a description of the terms, covenants and provisions pursuant to terms on which the Obligations 2020 Certificates are delivered, the rights thereunder of the registered owners Registered Owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented2020 Certificates, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under Lessee pursuant to the Purchase Agreement (including with respect to certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security)Lease Agreement, to all of the provisions of which Purchase Lease Agreement and Trust Agreement the registered owner Registered Owner of this ObligationCertificate, by acceptance hereof, assents and agrees. The term of the Lease Agreement is from the date thereof until the end of the Lessee’s then current Fiscal Period, and thereafter for such additional Fiscal Periods as are necessary to complete the anticipated total lease term through and including August 2, 20 , unless terminated prior thereto in accordance with the provisions of the Lease Agreement. If, on or before the third Business Day prior to the last date on which the Lessee is required or permitted to adopt its budget for a Fiscal Period, the Lessee fails to adopt a budget containing an annual budgetary appropriation sufficient to make all Lease Payments coming due during the Fiscal Period for which such budgeting and appropriation are made, the Lessee will immediately notify the Lessor in writing of that fact. If, on the last date on which the Lessee is required or permitted to adopt its budget for a Fiscal Period, no such proper budgeting and final appropriation by the Mayor and Council of the Lessee shall have been made all of the Lessee’s right, title and interest in and future obligations pursuant to the Lease Agreement shall terminate (subject to reinstatement as provided therein), effective as of the last day of the last Fiscal Period for which such budgetary appropriation was properly obtained, and the Lessee shall be relieved of any subsequent obligation pursuant to this Lease Agreement with respect thereto, other than to return the Lessor possession of all of the leased property as provided in the Lease Agreement and to pay any accrued and unpaid obligations. If the Lease Agreement terminates pursuant to the preceding sentence and if, within 45 days following such date of termination, amounts described in the preceding sentence are determined to be available that would have permitted the Lease Agreement to have continued in effect with respect to the leased property if such amounts had been determined to be available before the termination of the prior Fiscal Period, then the Lease Agreement shall be reinstated with respect thereto and deemed renewed as of the day following the date of such termination, and no such termination shall be deemed to have occurred. To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners Owners of a majority in aggregate principal Aggregate Value of all Obligations then outstanding, the 2020 Certificates and may be amended without such Owners’ consent under certain circumstances but in no event such that the interests of the owners Owners of the Obligations 2020 Certificates are adversely affected, ; provided that no such amendment shall impair the right of any owner Owner to receive in any case such ownerOwner’s proportionate share of any Lease Payment or Prepayment thereof in accordance with such ownerOwner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement2020 Certificate. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation Certificate is transferable by the registered owner Registered Owner hereof, in person or by his attorney duly authorized in writing, at said office of the Designated OfficeTrustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this ObligationCertificate. Upon such transfer a new Obligation Certificate or ObligationsCertificates, of authorized denomination or denominations, for the same aggregate principal amount will be delivered to the transferee in exchange thereforherefor. The City Lessee, the Lessor and the Trustee may treat the registered owner Registered Owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation Certificate shall be overdue, and the City Lessee, the Lessor and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as As provided in the Trust Agreement. Principal represented by , the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable 2020 Certificates scheduled for payment on or after July August 1, 202720 , is are subject to optional prepayment in such order and from such principal amounts payable as may be selected by at the Citydirection of the Lessee, on any date on or after August 1, 20 , in whole or in part on in any date on or after July 1order designated by the Lessee or, 2026under certain circumstances, by lot by the Trustee, and by lot within a scheduled payment date, at a prepayment price equal to the principal amount evidenced thereby to be prepaid, together with prepaid plus interest accrued interest to the date fixed for prepayment but prepayment, without premium. Principal represented by As provided in the Obligations payable Trust Agreement, the 2020 Certificates scheduled for payment on July 1, 20 , and July 1, 20 , August 1 of the following years shall be prepaid subject to mandatory prepayment prior to their stated payment dates on July August 1 of the years indicated set forth below and in the principal amounts indicated set forth below, at a prepayment price equal to the principal amount thereof plus interest accrued to the date of fixed for prepayment, but without premium: Year Prepaid . Prepayment Date Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 * Whenever Obligations 2020 Certificates subject to mandatory prepayment are purchased, prepaid redeemed (other than because of mandatory prepayment) or are delivered by the City Lessee to the Trustee for cancellation, the principal amount of the 2020 Certificates represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the CityLessee. If less than all The 2020 Certificates are subject to prepayment on any Interest Payment Date in whole, or in part in any order designated by the Lessee, or, under certain circumstances, by lot by the Trustee, and by lot within any scheduled payment date, from the net proceeds of insurance or condemnation credited towards the prepayment of the principal represented Lease Payments by the outstanding Obligations of any payment date are Lessee pursuant to be prepaidthe Lease Agreement, at a prepayment price equal to the Obligations (or portions hereof) principal amount evidenced thereby to be prepaid will be selected by plus interest accrued to the Trustee by lot or in any customary manner as determined by the Trusteedate fixed for prepayment, without premium. Prepayments Notice of prepayment shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no mailed not less than 30 days nor more than 60 or less than 30 calendar days prior before the date set for prepayment to each Registered Owner of a 2020 Certificate to be so prepaid at the prepayment date to the registered owner at its address shown on the registration books maintained by of the Trustee. A certificate of the Trustee shall conclusively establish the mailing of , but failure so to mail any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of as to any Obligation, 2020 Certificate shall not affect the validity of the proceedings for the prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register other 2020 Certificate. On the transfer of this Obligation (i) if this Obligation has been selected specified prepayment date all 2020 Certificates called for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall cease to bear or accrue interest and shall no longer be delivered secured by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by provided funds for prepayment are on deposit at the Trusteeplace of payment at that time.
Appears in 1 contract
Sources: Trust Agreement
Principal Amount. _____________________________________DOLLARS THIS IS TO CERTIFY THAT The CITY OF LENEXA, KANSAS, a municipal corporation of the registered owner State of Kansas (the "Issuer"), for value received, hereby promises to pay, solely out of the revenues hereinafter specified, to the Registered Owner identified above, or registered assigns, as the registered owner of this Pledged Revenue Refunding Obligation, Series 2016 (this “Obligation”) is the owner of an undivided, participatory, proportionate interest in the right to receive certain “Payments” under and defined in that certain Second Purchase Agreement, dated as of 1, 2016 (the “Purchase Agreement”), by and between ........................................ ...........……....................……………… (the “Trustee”), and the City of Avondale, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Trust Agreement, dated as of 1, 2016 (the “Trust Agreement”), by and between the City and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). * Included only while DTC is the Securities Depository. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, Principal Amount identified above on the payment date Maturity Date set forth above, except as the principal amount provisions hereinafter set forth abovewith respect to redemption prior to maturity may become applicable hereto, representing a portion of the payments due designated as principal coming due and to receive semiannually pay to such Registered Owner hereof interest on January 1 and July 1 of each year commencing 1, 20 (such principal sum from the “Dated Date or from the most recent Interest Payment Dates”), until payment in full of said portion of principal or prepayment prior thereto, the registered owner’s proportionate share of the payments designated Date (as interest coming due during the period commencing on the last date on hereinafter defined) to which interest was has been paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from at the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth aboveInterest Rate (as hereinafter defined). Interest on this Series 1998A Bond while it is in the Weekly Mode or the Monthly Mode (as hereinafter defined) shall be calculated computed on the basis of a year of 365 or 366 days, as appropriate, for the actual number of days elapsed, and interest on this Series 1998A Bond while it is in any other Interest Rate Mode shall be computed on the basis of a 360-day year composed of twelve 30-day months, payable as described herein until the said principal sum shall have been paid. Upon maturity the principal of this Series 1998A Bond is payable by check or draft upon presentation of such Series 1998A Bond at the principal office of INTRUST Bank, N.A., in the City of Wichita, Kansas (12the "Trustee" and "Paying Agent") months or at the duly designated office of thirty (30) days eachany successor Trustee or Paying Agent appointed under the Indenture. Said amounts representing the registered owner’s share Payment of the Payments designated as interest and with respect to mandatory prepayment are payable in lawful money of the United States of America by check mailed when due by first class mail on this Series 1998A Bond shall be made by the Trustee Paying Agent on each Interest Payment Date to the registered owner in whose name this Obligation is registered Owner thereof at the close of business on the fifteenth Record Date (15thas hereinafter defined) day of the calendar month next preceding the said Interest Payment Date by check or draft mailed to such Owner at the Owner's address thereof as it appears on in the registration books for Bond Register or in such other manner as such Owner and the Obligations maintained Paying Agent may determine or upon written request by the Trustee. Said amounts representing the registered owner’s share wire transfer of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal or interest payable immediately available funds to any owner of Owner thereof who owns at least $1,000,000 or more in 500,000 principal amount of the series Series 1998A Bonds at such wire transfer address as such Owner shall specify if such Owner provides written notice to the Paying Agent not less than 10 days prior to the Record Date for which any such payment is due requesting such electronic transfer. Any such written notice shall be signed by such Owner and shall include the name of obligations the bank (which shall be in the continental United States), its address, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The Issuer or the Trustee may impose a charge again an Owner for the reimbursement of which this Obligation is any governmental charge required to be paid in the event that such Owner fails to provide a part (correct taxpayer identification number to the “Obligations”) Trustee. Such amount may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered deducted by the Trustee from amounts otherwise payable to such Owner hereunder or under the Series 1998A Bonds. THIS SERIES 1998A BOND is one of a duly authorized series of Bonds of the Issuer designated "Taxable Industrial Revenue Bonds (LabOne, Inc. Project) Series 1998A," in the aggregate principal amount of $20,000,000 (the "Series 1998A Bonds"), issued for the purpose of financing the construction, improvement and equipping of a commercial facility including real estate, buildings, improvements and equipment (the "Project"), for LabOne, Inc., a Delaware corporation (the "Lessee"). The Project will be acquired by the Issuer and leased to the Lessee pursuant to the terms ofof a Lease Agreement dated as of September 1, 1998, between the Issuer and for the purposes described inLessee, (as amended and supplemented from time to time in accordance with the provisions thereof and the Indenture, the Trust "Lease Agreement. The City is authorized "), all pursuant to enter into and in conformity with the Purchase Agreement provisions, restrictions and limitations of the Trust Agreement under the laws Constitution and statutes of the State of Arizona Kansas, including particularly K.S.A. 12-1740 et seq., as amended (the "Act"), and pursuant to proceedings duly had by ordinance the governing body of the Mayor Issuer. THIS SERIES 1998A BOND is issued under and Council is equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of September 1, 1998 (as amended and supplemented from time to time in accordance with the City adopted provisions thereof, 2016 the "Indenture"), between the Issuer and the Trustee. Subject to the terms and conditions set forth therein, the Indenture permits the Issuer to issue Additional Bonds (as defined therein) secured by the “Ordinance”)Indenture ratably and on a parity with the Series 1998A Bonds. Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) Indenture for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder a description of the registered owners provisions, among others, with respect to the nature and extent of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplementedsecurity for this Series 1998A Bond, the rights, duties and immunities obligations of the Issuer, the Trustee and the security forRegistered Owner of this Series 1998A Bond, and the rights terms upon which this Series 1998A Bond is issued and obligations of the City under the Purchase Agreement (including secured. The Series 1998A Bonds are superior with respect to certain obligations secured the pledge of revenues from the Project provided under the Indenture and in all other respects to be secured on a parity lien basis with the security for the Payments and to certain limitations on such securityIssuer's Taxable Subordinate Revenue Bonds (LabOne, Inc. Project), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereofSeries 1998B, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the aggregate principal amount will be delivered to the transferee in exchange therefor. The City of $5,000,000 and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposesIssuer's Taxable Subordinate Revenue Bonds (LabOne, whether or not this Obligation shall be overdueInc. Project), and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered ownerSeries 1998C, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations payable before or on July 1, 2026, is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 2027, is subject to prepayment in such order and from such principal amounts payable as may be selected by the City, in whole or in part on any date on or after July 1, 2026, at a price equal to the aggregate principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations payable on July 1, 20 , and July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid Maturing July 1, 20 $ ,000 $ ,000 Whenever Obligations are purchased, prepaid (other than because of mandatory prepayment) or are delivered by the City to the Trustee for cancellation, the principal amount represented thereby so retired shall satisfy and be credited against the mandatory prepayment requirements therefor for the same series in any order specified by the City. If less than all of the principal represented by the outstanding Obligations of any payment date are to be prepaid, the Obligations (or portions hereof) to be prepaid will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Prepayments shall be in authorized denominations or any integral multiples thereof. The Trustee shall give notice of any prepayment of this Obligation as provided above no more than 60 or less than 30 calendar days prior to the prepayment date to the registered owner at its address shown on the registration books maintained by the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or eligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. If the portion of the principal represented by the Obligation is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee$8,000,000.
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Sources: Trust Indenture (Labone Inc)