THIS (this ""), dated and
effective as of August 1, 1997, by and between ADVANCED AERODYNAMICS AND
STRUCTURES, INC., a Delaware corporation (the "Borrower") and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
REFSNES, INC. (the "Remarketing Agent").
W I T N E S S E T H:
WHEREAS, the California Economic Development Financing Authority (the
"Issuer") has issued its Variable Rate Demand Industrial Development Revenue
Bonds, Series 1997 (Advanced Aerodynamics and Structures, Inc. Project) in the
aggregate principal amount of $8,500,000 (the "Bonds"), pursuant to that certain
Indenture of Trust, dated as of August 1, 1997 (the "Indenture"), by and between
the Issuer and First Trust of California, National Association, as trustee (the
"Trustee"); and
WHEREAS, to secure the payment of the principal of, interest on and
purchase price of the Bonds, The Sumitomo Bank, Limited, acting through its Los
Angeles Branch (the "Bank"), has issued its irrevocable direct pay letter of
credit (the "Letter of Credit") to the Trustee; and
WHEREAS, the Bonds are subject to purchase upon notice and delivery to the
Tender Agent (as such term is defined in the Indenture) as provided in the
Indenture; and
WHEREAS, the Remarketing Agent has been appointed (and the Remarketing
Agent by execution hereby accepts the appointment) as Remarketing Agent pursuant
to the Indenture; and
WHEREAS, the Borrower and the Remarketing Agent desire to make additional
provisions regarding the Remarketing Agent's role as Remarketing Agent for the
Bonds.
NOW, THEREFORE, for and in consideration of the covenants herein made, the
Borrower and the Remarketing Agent hereby agree as follows:
Section 1. Definitions. All capitalized terms used in this which are not otherwise defined herein shall have the meanings
ascribed to them in the Indenture.
Section 2. Duties. (a) In reliance upon the representations and agreements,
but subject to the terms and conditions contained in the Indenture and in this
, the Remarketing Agent has been appointed, and the
Remarketing Agent hereby accepts such appointment, as exclusive remarketing
agent in connection with the offering and sale of the Bonds from time to time in
the secondary market subsequent to the initial offering, issuance and sale of
the Bonds.
(b) It is understood and agreed that the Remarketing Agent's
responsibilities hereunder and under the Indenture will include (i) exercising
its best efforts in its sale of the Bonds (ii) effecting and processing such
purchases, (iii) billing and receiving payment of Bond purchases, (iv) causing
the proceeds from the secondary sale of the Bonds to be transferred to the
Tender Agent, (v) determining the Fixed Interest Rate and the Weekly Interest
Rates, and (vi) performing such other related functions as may be provided for
in the Indenture of the Remarketing Agent or reasonably requested by the
Borrower and agreed to by the Remarketing Agent.
(c) The obligations of the Remarketing Agent hereunder and under the
Indenture, with respect to the date on which the Bonds are to be remarketed
pursuant to this , are also subject to the further
condition that on and prior to such date there shall not have been any change in
the ownership of the Project except as permitted pursuant to the Agreement and
the Indenture, the Indenture, the Agreement and the Letter of Credit shall be in
full force and effect and shall not have been amended, modified or supplemented
in any way which would materially and adversely affect the duties of the
Remarketing Agent, except as may have been agreed to in writing by the
Remarketing Agent, and there shall be in full force and effect such additional
resolutions, agreements, certificates (including such certificates as may be
required by regulations for the Internal Revenue Service in order to establish
or preserve the tax-exempt character of interest on the Bonds) and opinions,
which resolutions, agreements, certificates and opinions shall be reasonably
satisfactory in form and substance to the Trustee, to the Issuer, to the Bank
and to counsel for the Remarketing Agent.
The Remarketing Agent will perform the duties specified as Remarketing
Agent under the Indenture and this . In acting as
Remarketing Agent, the Remarketing Agent will act as agent and not as principal
except as expressly provided in this Section.
The Remarketing Agent may, if it determines to do so in its sole
discretion, buy as principal any such Bonds but it will not in any event be
obligated to do so.
Section 3. Disclosure Statement. (a) If the Remarketing Agent reasonably
determines that it is necessary or desirable to amend or supplement the Official
Statement (as defined below) in connection with its offering of the Bonds, the
Remarketing Agent will notify the Borrower and the Borrower will provide, or
cause to be provided to, the Remarketing Agent an amendment or supplement to the
Official Statement satisfactory to the Remarketing Agent and its counsel with
respect to the Bonds. The Borrower will supply, or cause to be supplied to, the
Remarketing Agent with such number of copies of the amendment or supplement to
the Official Statement and documents related thereto as the Remarketing Agent
reasonably requests from time to time and will amend or supplement the Official
Statement (and/or the documents incorporated by reference in it) so that at all
times the Official Statement and any documents related thereto will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements in such documents, in the light of the
circumstances under which they were made, not misleading. In addition, the
Borrower will take all steps reasonably
2
requested by the Remarketing Agent which the Remarketing Agent or its counsel
may consider necessary or desirable to register the sale of the Bonds by the
Remarketing Agent under any Federal or state securities law or to qualify the
Indenture under the Trust Indenture Act of 1939, as amended and as then in
effect (the "Trust Indenture Act") to the extent required under any federal or
state securities law or the Trust Indenture Act for municipal obligations
similar in character to the Bonds, and will provide the Remarketing Agent such
officers' certificates, counsel opinions, accountants' letters and other
documents as may be customary in similar transactions. If the Borrower does not
perform its obligations under this Section, the Remarketing Agent may
immediately cease to remarket the Bonds and, in such event, shall resign as
Remarketing Agent as provided herein.
(b) The Issuer has previously prepared and delivered to the Remarketing
Agent a copy of the Official Statement, dated August 4, 1997 (the "Official
Statement"), including financial and other information in respect of the Issuer,
the Borrower and the Bank. The Issuer has authorized the use by the Remarketing
Agent of the Official Statement in connection with the remarketing of Bonds. For
purposes of this , the Official Statement and any other
documents provided to the Remarketing Agent pursuant to paragraph (a) of this
Section shall be considered to be the Disclosure Statement (as defined in
Section 7 hereof).
Section 4. Representations, Warranties, Covenants and Agreements of the
Remarketing Agent. The Remarketing Agent, by its acceptance hereof, represents,
warrants, covenants and agrees with the Borrower as follows:
(a) It is a member of the National Association of Securities Dealers,
having a capitalization of at least $15,000,000, otherwise meets the
requirements for the Remarketing Agent set forth in the Indenture, is authorized
by law to perform all duties imposed upon it by the Indenture and this
and has full power and authority to take all actions
required or permitted to be taken by the Remarketing Agent hereunder and under
the Indenture.
(b) The execution and delivery of this and the
consummation of the transactions contemplated herein and in the Indenture will
not conflict with or constitute on the part of the Remarketing Agent a breach of
or default under its charter documents, its by-laws, or any statute, indenture,
mortgage, deed of trust, lease, note agreement or other agreement or instrument
to which the Remarketing Agent is a party or by which it or its properties are
bound, or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Remarketing Agent or any of its activities or
properties.
(c) This Remarketing Agreement has been duly authorized, executed and
delivered by the Remarketing Agent and this Remarketing Agreement is a valid and
binding obligation of the Remarketing Agent enforceable in accordance with its
terms.
3
(d) The Remarketing Agent will use its best efforts to remarket the Bonds
pursuant to this Remarketing Agreement and the Indenture.
Section 5. Representation, Warranties, Covenants and Agreements of the
Borrower. The representations, warranties and agreements of the Borrower set
forth in the Letter of Representation, dated August 4, 1997, from the Borrower
to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Refsnes, Inc., as the underwriter of the Bonds, the Issuer
and the Treasurer of the State of California attached to the Purchase Contract
are hereby incorporated herein as being made to the Remarketing Agent as of the
date hereof.
Section 6. Conditions to Remarketing Agent's Obligations. The obligations
of the Remarketing Agent under this Remarketing Agreement have been undertaken
in reliance on, and shall be subject to, the due performance by the Borrower of
its obligations and agreements to be performed hereunder and to the accuracy of
and compliance with the representations, warranties, covenants and agreements of
the Borrower contained herein, on and as of the date of delivery of this
Remarketing Agreement. The obligations of the Remarketing Agent on and as of
each date on which Bonds are to be offered and sold pursuant to this Remarketing
Agreement are also subject to the following further conditions:
(a) Each of the Indenture, the Agreement, the Letter of Credit, the
Reimbursement Agreement and all other documents and agreements referenced in the
Indenture or relating to the Bonds shall be in full force and effect and shall
not have been amended, modified or supplemented in any way which would
materially and adversely affect the Bonds, except as may have been agreed to in
writing by the Remarketing Agent, and there shall be in full force and effect
such additional resolutions, agreements, certificates and opinions, which
resolutions, agreements, certificates and opinions shall be satisfactory in form
and substance to the Remarketing Agent; and
(b) No Event of Default shall have occurred and be continuing and no event
shall have occurred and be continuing which, with the passage of time or the
giving of notice or both, would constitute such an Event of Default.
Section 7. Indemnification and Contribution. (a) To the extent permitted by
law, the Borrower will indemnify and hold harmless the Remarketing Agent, each
of its directors, officers and employees and each person who controls the
Remarketing Agent within the meaning of Section 15 of the Securities Act of
1933, as amended (herein called the "Securities Act" and any such person being
herein sometimes called an "Indemnified Party"), against any and all losses,
claims, damages or liabilities, joint or several, to which such Indemnified
Party may become subject under any statute or at law or in equity or otherwise,
and shall reimburse any such Indemnified Party for any legal or other expenses
incurred by it in connection with investigating any claims against it and
defending any actions, but only to the extent that such losses, claims, damages,
liabilities or actions arise out of or are based upon (i) an allegation or
determination that the Bonds or the obligations of the Bank under the Letter of
Credit should have been registered under the Securities Act or the Indenture
should have been qualified under the Trust Indenture Act, or (ii) any untrue
statement or alleged untrue statement of a material fact
4
contained in any amendment or supplement to the Official Statement referred to
in Section 3 hereof (a "Disclosure Statement") or any amendment thereof or
supplement thereto, or the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but the
Borrower shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Borrower or the Issuer by the Remarketing Agent specifically
for use in connection with the preparation thereof, or if the person asserting
any such loss, claim, damage or liability purchased Bonds from the Remarketing
Agent, if delivery to such person of the Disclosure Statement or any amendment
or supplement to it would have been a valid defense to the action from which
such loss, claim, damage or liability arose and if the same was not delivered to
such person by or on behalf of the Remarketing Agent. This indemnity agreement
shall not be construed as a limitation on any other liability which the Borrower
may otherwise have to any Indemnified Party. The Remarketing Agent may, in its
sole discretion, pursue any rights it may have against any party other than the
Borrower to recover any losses, damages or liabilities covered by this Section
7(a); provided, however, that the Borrower's liability under this Section 7(a)
shall not be limited by the availability of such rights or the Remarketing
Agent's actions with respect to such rights.
(b) An Indemnified Party shall, promptly after the receipt of notice of the
commencement of any action against such Indemnified Party in respect of which
indemnification may be sought against the Borrower (the "Indemnifying Party"),
notify the Indemnifying Party in writing of the commencement thereof. In case
any such action shall be brought against an Indemnified Party and such
Indemnified Party shall notify the Indemnifying Party, the Indemnifying Party
may, or if so requested by such Indemnified Party shall, participate therein or
assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party, and after notice from the Indemnifying Party to such
Indemnified Party of an election so as to assume the defense thereof, such
Indemnified Party shall reasonably cooperate in the defense thereof, including
without limitation, the settlement of outstanding claims, and the Indemnifying
Party will not be liable to such Indemnified Party under this Section 7 for any
legal or other expenses subsequently incurred by such Indemnified Party in
connection with the defense thereof other than reasonable costs of investigation
incurred with the consent of the Indemnifying Party, which consent shall not be
unreasonably withheld; provided, however, that unless and until the Indemnifying
Party assumes the defense of any such action at the request of such Indemnified
Party, the Indemnifying Party shall have the right to participate at its own
expense in the defense of any such action. If the Indemnifying Party shall not
have employed counsel to have charge of the defense of any such action or if any
Indemnified Party shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to those
available to the Indemnifying Party (in which case the Indemnifying Party shall
not have the right to direct the defense of such action on behalf of such
Indemnified Party), legal and other expenses incurred by such Indemnified Party
shall be borne by the Indemnifying Party. Any obligation under this Section of
an Indemnifying Party to reimburse an Indemnified Party for
5
expenses includes the obligation to make advances to the Indemnified Party to
cover such expenses in reasonable amounts and at reasonable periodic intervals
not more often than monthly as requested by the Indemnified Party.
Notwithstanding the foregoing, the Indemnifying Party shall not be liable for
any settlement of any action or claim effected without its consent, which
consent shall not be unreasonably withheld.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 7 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Borrower on grounds of public policy or
otherwise, the Borrower and the Remarketing Agent shall contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
to which the Borrower and the Remarketing Agent may be subject (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Borrower on the one hand and the Remarketing Agent on the other from the
remarketing of the Bonds or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Borrower and the Remarketing Agent in connection with
the failure to register or qualify certain instruments as described in Section
7(a)(i) or in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant
considerations. The relative benefits received by the Borrower on the one hand
and the Remarketing Agent on the other shall be deemed to be in the same
proportion as the aggregate principal amount of the Bonds remarketed pursuant to
this Remarketing Agreement bear to the total remarketing fees received by the
Remarketing Agent. The relative fault of the Borrower on the one hand and of the
Remarketing Agent on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Borrower or by the Remarketing Agent and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission; provided, however, in the case of an allegation or
determination that the Bonds or the obligations of the Bank under the Letter of
Credit should have been registered under the Securities Act or the Indenture
should have been qualified under the Trust Indenture Act, the fault shall be
deemed to be entirely that of the Borrower. The amount paid or payable by a
party as a result of the losses, claims, damages and liabilities referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any action
or claim.
(d) The Borrower and the Remarketing Agent agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 7, the Remarketing
Agent shall not be required to contribute any amount in excess of the
remarketing fee applicable to the Bonds remarketed pursuant to this Remarketing
Agreement. No person guilty of
6
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation.
(e) For purposes of this Section 7, each person who controls the
Remarketing Agent within the meaning of Section 15 of the Securities Act shall
have the same rights as the Remarketing Agent. Any party entitled to
contribution shall, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under paragraph (d),
notify such party or parties from whom contribution may be sought, but the
omission so to notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under paragraph (d).
Section 8. Fees and Expenses. In consideration of the Remarketing Agent's
services under this Remarketing Agreement, the Borrower will pay the Remarketing
Agent an annual amount equal to an aggregate of 1/8 of 1.0% of the aggregate
principal amount of Bonds outstanding under the Indenture, payable quarterly in
arrears on February 1, May 1, August 1 and November 1, commencing on November 1,
1997 and computed on the basis of the actual number of days elapsed during such
calculation period and the aggregate principal amount of the Bonds outstanding
during such calculation period. The Borrower also will pay all expenses in
connection with the preparation of any Disclosure Statement, the registration of
the Bonds and any other documents relating to the Bonds required to comply with
any applicable securities laws or required to comply with the Trust Indenture
Act and will reimburse the Remarketing Agent for all of its reasonable direct
out-of-pocket expenses incurred by it as Remarketing Agent under this
Remarketing Agreement and the Indenture, including counsel fees and
disbursements.
Section 9. Dealing in Bonds by Paying Agent, Tender Agent, Bank and
Remarketing Agent. The Trustee, the Paying Agent, the Tender Agent, the Bank or
the Remarketing Agent, in their respective individual capacities, may in good
faith buy, sell, own, hold and deal in any of the Bonds, and may join in any
action which Bond owners may be entitled to take with like effect as if it did
not act in any capacity hereunder. The Trustee, the Paying Agent, the Tender
Agent, the Bank or the Remarketing Agent, in their respective individual
capacities, either as principal or agent, may also engage in or be interested in
any financial or other transaction with the Issuer, and may act as depositary,
trustee or agent for other obligations of the Issuer as freely as if it did not
act in any capacity hereunder.
Section 10. Intention of Parties. It is the intention of the parties hereto
that no purchase, sale or transfer of any Bonds, as herein and in the Indenture
provided, shall constitute or be construed to be extinguishment of any Bonds or
the indebtedness represented thereby or the reissuance of any Bonds.
Section 11. Fails. The Remarketing Agent will not be liable to the Issuer,
the Borrower, the Trustee, the Tender Agent or the Bank on account of the
failure of any person to whom the Remarketing Agent has sold a Bond to pay for
such Bond or to deliver any
7
document in respect of the sale. It is understood and agreed that the
Remarketing Agent shall not be obligated to advance its own funds to purchase,
or to effect the purchase of, any Bonds.
Section 12. Remarketing Agent's Performance. (a) The duties and obligations
of the Remarketing Agent as Remarketing Agent shall be determined solely by the
express provisions of this Remarketing Agreement and the Indenture, and the
Remarketing Agent shall not be responsible for the performance of any duties and
obligations other than as are specifically set forth in this Remarketing
Agreement and the Indenture, and no implied covenants or obligations shall be
read into this Remarketing Agreement or the Indenture against the Remarketing
Agent.
(b) The Remarketing Agent may conclusively rely upon any notice or document
given or furnished to the Remarketing Agent and conforming to the requirements
of this Remarketing Agreement or the Indenture and shall be protected in acting
upon any such notice or document reasonably believed by it to be genuine and to
have been given, signed or presented by the proper party or parties.
(c) The Remarketing Agent shall not be liable for any actions taken or
omitted to be taken pursuant to this Remarketing Agreement, except for its own
negligence or willful misconduct.
Section 13. Termination. (a) This Remarketing Agreement will terminate
automatically at such time as all of the Bonds have been paid or deemed paid
under the Indenture and upon the effective resignation or removal of the
Remarketing Agent as Remarketing Agent in accordance with the Indenture. The
Remarketing Agent will resign as Remarketing Agent under the Remarketing
Agreement if requested to do so by the Borrower and the Issuer in writing and
may resign at any time upon forty-five (45) days written notice delivered to the
Issuer, the Borrower, the Tender Agent, the Bank, the Trustee, Standard & Poor's
Ratings Services and ▇▇▇▇▇'▇ Investors Service, to the extent each such rating
agency is then rating the Bonds.
(b) In addition to the provisions of paragraph (a) of this section, the
Remarketing Agent may terminate its obligations under this Remarketing Agreement
at any time by notifying the Borrower in writing or by telegram, telex or other
electronic communications of its election so to do, if:
(i) Legislation shall be favorably reported, recommended by committee
or enacted by the Congress or adopted by either House thereof or a decision by a
Court of the United States of America or the United States Tax Court shall be
rendered, or a ruling, regulation or official statement by or on behalf of the
Treasury Department of the United States of America, the Internal Revenue
Service or other governmental agency shall be made, with respect to federal
taxation of receipts, revenues or other income of the general character expected
to be derived by the Issuer or of interest received on bonds of the general
character of the Bonds or which would have the effect of changing directly or
indirectly the federal income tax consequences of interest on bonds of the
general
8
character of the Bonds in the hands of the holders thereof, which, in the
opinion of the Remarketing Agent, materially adversely affects the market price
of the Bonds;
(ii) Legislation shall be introduced by committee, by amendment or
otherwise, in, or be enacted by, the House of Representatives or the Senate of
the Congress of the United States, or a decision by a court of the United States
shall be rendered, or a stop order, ruling, regulation or official statement by,
or on behalf of, the United States Securities and Exchange Commission or other
governmental agency having jurisdiction of the subject matter shall be made or
proposed, to the effect that the offering or sale of obligations of the general
character of the Bonds, as contemplated hereby, is or would be in violation of
any provision of the Securities Act, or the Securities Exchange Act of 1934, as
amended and as then in effect, or the Trust Indenture Act, or with the purpose
or effect of otherwise prohibiting the offering or sale of obligations of the
general character of the Bonds, or the Bonds, as contemplated hereby;
(iii) Any information shall have become known, which, in the
Remarketing Agent's reasonable opinion, makes untrue, incorrect or misleading in
any material respect any statement or information contained in the Disclosure
Statement, as the information contained therein has been supplemented or amended
by other information, as of the date furnished or supplemented to the
Remarketing Agent in accordance with Section 3 hereof, or causes the Disclosure
Statement, as so supplemented or amended, to contain an untrue, incorrect or
misleading statement of a material fact or to omit to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading;
(iv) Except as provided in clause (i) hereof, any legislation,
resolution, ordinance, rule or regulation shall be introduced in, or be enacted
by, any governmental body, department or agency of the United States or the
State of California shall be rendered which, in the Remarketing Agent's
reasonable opinion, materially adversely affects the marketability of the Bonds;
(v) Additional material restrictions not in force as of the date
hereof shall have been imposed upon trading in securities generally by any
governmental authority or by any national securities exchange;
(vi) Any governmental authority shall impose, as to the Bonds, or
obligations of the general character of the Bonds, any material restrictions not
now in force, or increase materially those now in force;
(vii) A general banking moratorium shall have been established by
federal, New York or California authorities;
9
(viii) Any rating of the Bonds shall have been downgraded or withdrawn
by a national rating service, which, in the Remarketing Agent's reasonable
opinion, materially adversely affects the marketability of the Bonds;
(ix) A war involving the United States shall have been declared, or
any existing conflict involving the armed forces of the United States shall have
escalated, or any other national emergency relating to the effective operation
of government or the financial community shall have occurred, which, in the
Remarketing Agent's reasonable opinion, materially adversely affects the
marketability of the Bonds;
(x) An event, including, without limitation, the bankruptcy or default
of any other issuer of or obligor on obligations of the general character of the
Bonds or on similar commercial paper, shall have occurred which, in the opinion
of the Remarketing Agent, makes the marketability of obligations of the general
character of the Bonds impossible over an extended period of time.
The provisions of Section 7 shall survive the termination of this Remarketing
Agreement and the payment or defeasance of the Bonds.
Section 14. Miscellaneous. (a) Except as otherwise provided, any notice or
other communication herein required or permitted to be given shall be in
writing, by facsimile transmission or by telephone with subsequent written
confirmation and may be personally served or sent by United States mail, first
class mail postage prepaid, and shall be deemed to have been given upon receipt
by the party notified. For the purposes hereof, the address of the parties
(until notice of a change thereof is delivered as provided in this Section 14(a)
shall be as follows:
Remarketing Agent: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Refsnes, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Fixed Income Banking
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Issuer: California Economic Development
Financing Authority
▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chair
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
10
Bank: The Sumitomo Bank, Limited
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance & Financial
Institutions Group
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Borrower: Advanced Aerodynamics and Structures, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Trustee: First Trust of California, National Association
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Municipal Trusts and Agency
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tender Agent: First Trust of California, National Association
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Municipal Trusts and Agency
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
The Remarketing Agent, the Issuer, the Borrower, the Trustee, the Bank and
the Tender Agent may, by notice given under this Remarketing Agreement,
designate other addresses to which notices or other communications shall be
directed.
(b) This Remarketing Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns. The terms
"successors" and "assigns" shall not include any purchaser of any of the Bonds
merely because of such purchase.
(c) All of the representations, warranties and covenants made in this
Remarketing Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any party hereto,
(ii) delivery of and any payment for any Bonds hereunder, or (iii) termination
or cancellation of this Remarketing Agreement.
(d) Section headings have been inserted in this Remarketing Agreement as a
matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Remarketing Agreement and will not be used in
the interpretation of any provisions of this Remarketing Agreement.
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(e) If any provision of this Remarketing Agreement shall be held or deemed
to be or shall, in fact, be invalid, inoperative or unenforceable as applied in
any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions because it conflicts with any provisions of any constitution,
statute, rule or public policy, or any other reason, such circumstances shall
not have the effect of rendering the provisions in question invalid, inoperative
or unenforceable in any other case or circumstance, or of rendering any other
provisions of this Remarketing Agreement invalid, inoperative or unenforceable
to any extent whatsoever.
(f) This Remarketing Agreement may be executed in several counterparts,
each of which shall be regarded as an original and all of which shall constitute
one and the same document.
(g) The terms of this Remarketing Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by written
instrument signed by all of the parties hereto.
(h) This Remarketing Agreement shall be governed by and construed in
accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the Remarketing Agent and the Borrower have caused this
Remarketing Agreement to be signed in their names by the undersigned officers,
thereunto duly authorized, all as of the day and year first above written.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REFSNES, INC.
By ________________________________
Managing Director
ADVANCED AERODYNAMICS AND
STRUCTURES, INC.
By ________________________________
Authorized Signatory
REMARKETING AGREEMENT
by and between
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REFSNES, INC.
and
ADVANCED AERODYNAMICS AND STRUCTURES, INC.
Dated as of August 1, 1997
Relating to
$8,500,000
California Economic Development Financing Authority
Variable Rate Demand
Industrial Development Revenue Bonds, Series 1997
(Advanced Aerodynamics and Structures, Inc. Project)
