Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, then, at the request of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions: (a) the Owner executes and delivers to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor; (b) the Contractor and the Owner enter into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordingly; (c) the requirements in the Indenture for the issuance of Additional Bonds are met; (d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the Additional Bonds; (e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents to the issuance of Additional Bonds; and (f) if the proceeds of such Additional Bonds also will be used to fund the projects of Other Participants, the foregoing conditions are satisfied by each such Other Participants.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Additional Bonds. If Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the proceeds Series 2013 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds deposited into then Outstanding, including the Owner Project Account are insufficient payment of any redemption premium thereon, interest to complete accrue to the Project selected redemption date, any serial maturities to become due prior to the selected redemption date and the Issuer determines that any expenses in connection with such refunding (any such Additional Bonds can to be marketed on terms acceptable to identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the Ownerprovisions of this Section 2.10, then, at the request County Court of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
(a) the Owner executes and delivers to the Issuer enter an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect to order authorizing the issuance of such Additional Bonds) when due, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as confirmed all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a certificate parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2013 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following:
(a) A copy, certified by the County Clerk of the Issuer, of the order or orders entered by the County Court of the Issuer authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Financial Advisor;Note relating to such Additional Bonds, and providing for the application of the proceeds thereof.
(b) A certificate of the Contractor Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the Owner enter terms and conditions of any supplement to this Indenture entered into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordingly;in connection with such Additional Bonds.
(c) An executed counterpart of any amendment to the requirements Agreement and any supplement to this Indenture in the Indenture for the issuance of connection with such Additional Bonds are met;and, if applicable, credit enhancement or the delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds.
(d) An opinion of nationally recognized counsel experienced on the Owner pays all costs subject of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents to municipal bonds that the issuance of such Additional Bonds; and
(f) if Bonds and the application of the proceeds of such Additional Bonds also to the purpose or purposes described in the order or orders mentioned in clause (a) of this Section 2.10 will be used not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of the Facilities or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law).
(e) A Note relating to fund such Additional Bonds duly executed on behalf of the projects Company and assigned to the Trustee.
(f) A copy of Other Participantsthe request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the foregoing conditions are satisfied by each order or orders of the County Court of the Issuer with respect to such Other Participantsrefunding.
(g) If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds.
(h) If applicable, credit enhancement for such Additional Bonds.
(i) Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.
Appears in 2 contracts
Sources: Trust Indenture (Entergy Arkansas Inc), Trust Indenture (Entergy Arkansas Inc)
Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, thenThe Authority, at the request of the OwnerCompany and to the extent permitted by law in effect at the time thereof, may issue from time to time one or more series of Additional Bonds for the Issuer purposes provided in Section 4.2 of the Loan Agreement. Additional Bonds shall use commercially reasonable efforts be secured equally and ratably with the Series 2021B Bonds and any other Additional Bonds theretofore issued and then outstanding, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds subject set forth in this Indenture shall not imply that the Authority may not issue, and the Authority expressly reserves the right to issue, to the following conditions:
(a) the Owner executes and delivers extent permitted by law, obligations under another indenture or indentures to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient provide additional funds to pay the cost of additional facilities at the Plants, or to refund all or any principal amount of all or redemption price ofany series of Bonds, or any combination thereof, and interest on, the Owner Proportionate Share provisions of all outstanding Bonds (after giving effect to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
(b) the Contractor and the Owner enter into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordingly;
(c) the requirements in the this Indenture for governing the issuance of Additional Bonds are met;
(d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent shall not paid out of the apply thereto. The proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer issuance and the Trustee an instrument executed by an authorized representative sale of FREE in which FREE consents to the issuance any series of Additional Bonds; and
(f) , including purchase premium, if any, and accrued interest, if any, thereon to the proceeds date of delivery thereof paid by the original purchasers thereof, shall be applied simultaneously with the delivery of such Additional Bonds also will in the manner provided in this Indenture and in the supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be used to fund issued unless (i) the projects Loan Agreement is in effect, and (ii) at the time of Other Participants, issuance there is no Event of Default (as defined in the foregoing conditions are satisfied by each such Other ParticipantsLoan Agreement) under the Loan Agreement or Event of Default under this Indenture.
Appears in 1 contract
Additional Bonds. If At the proceeds request of the Obligor, but subject to the written approval of the Holder, (but only so long as the Holder is the sole Holder of the Bonds), the Attorney General of the State (to the extent required by law), and, to the extent required by the Act, the Department, the Issuer may issue Additional Bonds deposited into from time to time for any purpose permitted by the Owner Project Account are insufficient Act including the issuance of any refunding bonds. The Issuer reserves the right pursuant to complete a supplemental indenture approved as provided in Section 1001 hereof at the Project request of the Obligor to issue Additional Bonds without limit in one or more series for the purposes set forth in, and subject to Section 1.4 of the Agreement; provided, however, that no Additional Bonds shall be issued without the prior written consent of the Bank. All Bonds issued under the Indenture shall be of the same priority and shall be equally and ratably payable from and secured by the Security, but the Additional Bonds may bear such dates and interest rates, have maturity dates and redemption dates and prices, and be issued at such prices as shall be approved in writing by the Issuer and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, thenObligor. The Trustee shall, at the request of the OwnerIssuer, authenticate and deliver the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to as specified in the following conditionsrequest, but only upon receipt of:
(1) An indenture supplemental hereto:
(a) establishing the Owner executes series to be issued and delivers providing the terms of the Bonds thereof;
(b) authorizing the execution and delivery of the Bonds to be issued;
(c) stating the purpose of the issue;
(d) if the purpose is refunding, authorizing the payment and redemption of the Bonds to be refunded; and
(e) setting forth any other matters relating to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing issuance of the Lease Payments such Additional Bonds or the purpose for which they are to be issued;
(2) A certificate of the Obligor:
(a) stating that no Event of Default under the Agreement has occurred and is continuing; and
(b) if the purpose is refunding, stating (i) that notice of redemption of the Bonds to be refunded has been duly given or that provision has been made therefor and (ii) that the Lease Payments proceeds of the issue plus any other amounts stated to be available for the purpose will be sufficient to pay the principal or redemption price of, of such Bonds at maturity or on the first redemption date plus interest accrued to such date or dates together with all other costs and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect expenses relating to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisorrefunding;
(b3) the Contractor and the Owner enter into an An executed counterpart of any amendment or supplement to the Guaranteed Savings Agreement to increase the Construction Price accordinglynot previously delivered;
(c4) the requirements in the Indenture for the issuance of Additional Bonds are met;
(d) the Owner pays all costs of issuance The proceeds of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds sale of the Additional Bonds;
(e5) An opinion of Bond Counsel to the effect that:
(a) the Owner delivers to purpose of the Issuer Additional Bonds is one for which bonds may be issued under this Section and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents Act.
(b) all conditions prescribed herein as precedent to the issuance have been fulfilled;
(c) the Additional Bonds have been validly authorized and executed and, when authenticated and delivered pursuant to the request of the Issuer, will be valid obligations of the Issuer entitled to the benefit of the trust created hereby;
(d) the issuance of such Additional Bonds will not adversely affect the tax- exempt status, under the Code as enacted and construed on the date of the opinion, of interest on the Bonds then outstanding, except as to any such Bond held by a substantial user of the Project or by a related person within the meaning of the Code;
(6) An opinion of counsel for the Obligor that the Agreement, including any amendment thereto, has been duly authorized, executed and delivered and is a valid and binding obligation of the Obligor except to the extent limited by bankruptcy, insolvency, fraudulent conveyance or other laws affecting creditors' rights generally, now existing or hereafter enacted, and by the application of general principles of equity, including those relating to equitable subordination;
(7) Confirmation from any Rating Agency then rating the Bonds that its rating will not be reduced or withdrawn as a result of the issuance of such Additional Bonds; and
(f) if 8) An opinion of the proceeds Attorney General of the State approving such Additional Bonds also will be used Bonds. Upon the adoption, execution and delivery in each instance of appropriate supplements to fund the projects of Other ParticipantsIndenture and to the Agreement, the foregoing conditions are satisfied Issuer shall execute and deliver to the Trustee, and the Trustee, upon the written order of the Issuer, shall authenticate and deliver to the purchaser or purchasers as directed by each the Issuer, such Other ParticipantsAdditional Bonds.
Appears in 1 contract
Sources: Trust Indenture
Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, thenThe Authority, at the request of the OwnerCompany and to the extent permitted by law in effect at the time thereof, may issue from time to time one or more series of Additional Bonds for the Issuer purposes provided in Section 4.2 of the Loan Agreement. Additional Bonds shall use commercially reasonable efforts be secured equally and ratably with the Series 2021A Bonds and any other Additional Bonds theretofore issued and then outstanding, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds subject set forth in this Indenture shall not imply that the Authority may not issue, and the Authority expressly reserves the right to issue, to the following conditions:
(a) the Owner executes and delivers extent permitted by law, obligations under another indenture or indentures to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or redemption price ofany series of Bonds, or any combination thereof, and interest on, the Owner Proportionate Share provisions of all outstanding Bonds (after giving effect to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
(b) the Contractor and the Owner enter into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordingly;
(c) the requirements in the this Indenture for governing the issuance of Additional Bonds are met;
(d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent shall not paid out of the apply thereto. The proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer issuance and the Trustee an instrument executed by an authorized representative sale of FREE in which FREE consents to the issuance any series of Additional Bonds; and
(f) , including purchase premium, if any, and accrued interest, if any, thereon to the proceeds date of delivery thereof paid by the original purchasers thereof, shall be applied simultaneously with the delivery of such Additional Bonds also will in the manner provided in this Indenture and in the supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the contrary, no Additional Bonds shall be used to fund issued unless (i) the projects Loan Agreement is in effect, and (ii) at the time of Other Participants, issuance there is no Event of Default (as defined in the foregoing conditions are satisfied by each such Other ParticipantsLoan Agreement) under the Loan Agreement or Event of Default under this Indenture.
Appears in 1 contract
Additional Bonds. If At any time while there is no Event of Default under this Indenture or the proceeds Master Lease and so long as no Event of Nonappropriation has occurred and is then continuing, Additional Bonds may be issued for the Bonds deposited into the Owner Project Account are insufficient to complete the Project purposes set forth in this Indenture and the Issuer determines Master Lease. If it is determined by the Lessee that Additional Bonds can should be marketed on terms acceptable to the Owner, then, at the request of the Ownerissued, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
(a) the Owner executes and delivers to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
(b) the Contractor and the Owner enter into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordingly;
(c) the requirements in the Indenture for the issuance of Additional Bonds are met;
(d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the Additional Bonds;
(e) the Owner delivers to Lessee may file with the Issuer and the Trustee an instrument executed estimate indicating the amount of costs to be incurred for the purposes for which Additional Bonds may be issued.
(a) a written statement by an authorized representative the Lessee approving (i) the issuance and delivery of FREE in which FREE consents such Series of Additional Bonds and (ii) any other matters to be approved pursuant to this Section;
(b) a copy of the resolution adopted and approved by the Board of Trustees of the Issuer authorizing (i) the execution and delivery of a supplement to this Indenture and the amendment to the issuance Master Lease, (ii) the issuance, sale, execution and delivery of such Series of Additional Bonds and (iii) if necessary, the execution and delivery of a ground lease with respect to any land to be leased to the Issuer for the purpose of financing any improvements thereon with the proceeds of sale of such Series of Additional Bonds; and
(f) if I a request and authorization to the proceeds Trustee on behalf of the Issuer and signed by the President and Secretary of the Issuer to authenticate and deliver such Series of Additional Bonds in the aggregate principal amount designated therein to the purchasers therein identified upon payment to the Trustee, but for the account of the Issuer, of a sum specified in such request and authorization equal to the purchase price of such Series of Additional Bonds also will be used plus accrued interest (if any) thereon to fund the projects date of Other Participants, the foregoing conditions are satisfied by each such Other Participants.delivery;
Appears in 1 contract
Sources: Master Lease Agreement
Additional Bonds. If So long as the Master Lease is in effect and no Event of Default under the Indenture or the Master Lease has occurred and is continuing and so long as no Event of Nonappropriation has occurred and is continuing, one or more Series of Additional Bonds may be issued, authenticated and delivered for the purpose of financing Costs of Acquisition and Construction of a Project or Projects. The Additional Bonds may be issued in one or more Series, shall be authenticated by the Trustee and, upon payment to the Trustee of the proceeds of said sale of Additional Bonds, they shall be delivered by the Bonds deposited into Trustee to or upon the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, then, at the request order of the Ownerpurchasers thereof, but only upon satisfaction of the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to conditions specified in Section 2.4 hereof and there being filed with the following conditions:Trustee:
(a) the Owner executes and delivers Original executed counterparts of a Supplemental Indenture, additional Security Documents or a supplement or amendment (if necessary) to the Issuer an amendment to this Agreement, in form Security Documents and substance satisfactory to Master Lease providing for the Issuer financing of a Project and for the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing issuance of the Additional Bonds and further providing for an increase in the Base Rentals to be paid by the Board under the Master Lease Payments in such amount as shall be necessary to pay, assuming that the Lease Payments will be sufficient to pay no Event of Default or Event of Nonappropriation shall occur, the principal or redemption price of, premium, if any, and interest onon the Bonds (including the Additional Bonds being issued and the Initial Bonds and any Additional Bonds and Refunding Bonds theretofore issued and Outstanding), and to extend the Lease Term if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the then current Lease Term. The date or dates of the Additional Bonds, the Owner Proportionate Share rate or rates of interest on the Additional Bonds, and the redemption provisions (if any) with respect thereto all outstanding shall be as provided in the Supplemental Indenture;
(b) If any of the Bonds theretofore issued were Tax-Exempt Bonds or were designated as Tax Credit Bonds qualifying for Direct Payments, a written opinion of nationally recognized bond counsel, to the effect that the exclusion from gross income of the interest on the Tax-Exempt Bonds theretofore issued or the status of the Bonds as Tax Credit Bonds qualifying for Direct Payments, for federal income tax purposes, will not be adversely affected by the issuance of the Additional Bonds being issued;
(c) A date-down endorsement to the ALTA mortgagee title insurance policy issued in connection with the issuance of the Initial Bonds (after giving effect or other Bonds) or commitment therefor or an additional ALTA mortgagee title insurance policy or commitment therefor, which endorsement or policy shall insure to the date of issuance of such Additional Bonds and the recording of any additional Security Documents or supplement to the Security Documents, if required, the continuing validity of the lien thereof, as modified by any supplement to the Security Documents, as a first and prior lien on the premises thereby secured, subject only to Permitted Encumbrances, and which endorsement or additional policy shall increase the amount of title insurance coverage thereunder by an amount at least equal to the aggregate principal amount of the Additional Bonds to be issued (or in the case of Additional Bonds issued to complete or extend a Project previously financed hereunder the endorsement to the original policy for such Project shall increase the coverage to at least the aggregate principal amount of Bonds issued for such Project to be Outstanding following the issuance of such Additional Bonds) when dueand naming the Trustee as an insured. In the event that the property upon which additional projects are to be located has not been acquired at or prior to the time of issuance of the Additional Bonds, as confirmed by a certificate of a Financial Advisor;
(b) the Contractor and the Owner enter into an amendment to Master Lease relating to such Additional Bonds shall require that such endorsement or additional title policy with respect to such property be delivered at the Guaranteed Savings Agreement time of or prior to increase any disbursements being made from the Construction Price accordingly;
Fund with respect to such portion of the Project (c) the requirements in the Indenture except for the costs of issuance of Additional Bonds are metrelated to such Bonds);
(d) If such Series of Additional Bonds is being issued in whole or in part for construction purposes, (i) a copy, duly certified by the Owner pays all costs of issuance Secretary-Treasurer of the Owner Proportionate Share Authority, of the project contract and architect’s agreement with respect to such construction and the performance and payment bond covering such contract or, in the alternative, a requirement that a copy of such costs documents be delivered to the extent not paid out Trustee prior to the time that moneys are withdrawn from the Construction Fund with respect to such portions of the proceeds Project, and (ii) a certificate of the Additional Bonds;architect or engineer responsible for planning and designing any such construction which sets forth the estimated useful life of the Project or Projects, as so improved and extended, in compliance with Section 17D-2-301 of the Act; and
(e) A certificate of the Owner delivers to Authority, stating that as of the Issuer date of such delivery no event or condition has happened or exists and is continuing, or is happening or existing, which constitutes, or which, with notice or lapse of time or both, would constitute, an Event of Default under the Trustee Indenture or the Master Lease and there has not occurred and is then continuing an instrument executed by Event of Nonappropriation; provided however that the existence of an authorized representative Event of FREE in which FREE consents to Default shall not preclude the issuance of any Additional Bonds; and
Bonds if: (fi) if the proceeds issuance of such Additional Bonds also otherwise complies with the provisions hereof and (ii) any Event of Default will cease to continue upon the issuance of such Additional Bonds and the application of the proceeds thereof. Each Series of Additional Bonds issued pursuant to the Indenture shall be used equally and ratably secured under the Indenture with the Initial Bonds and all other Series of Additional Bonds and Refunding Bonds, if any, theretofore issued pursuant to fund the projects Indenture, without preference, priority or distinction of Other Participants, the foregoing conditions are satisfied by each such Other Participantsany Bonds over any other thereof.
Appears in 1 contract
Sources: Assignment of Ground Lease Agreement
Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, then, at the request of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
(a) Additional Bonds may, upon satisfaction of the Owner executes and delivers to the Issuer an amendment to conditions set forth in this AgreementSection 2.3, be issued in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing for the purposes permitted in this Section 2.3. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as set forth in the Supplemental Indenture applicable to such Bonds.
(b) Upon satisfaction of the Lease Payments such applicable conditions set forth in this Section 2.3, the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (e) of this Section 2.3, the execution and delivery of appropriate supplements, amendments or modifications to or of the Finance Documents (in respect of which the consent of the Bond Trustee and the Holders shall not be required), receipt by the Bond Trustee of the written consent of the Subsidiary Guarantor and any Additional Guarantor confirming that the Lease Payments will be sufficient Guarantee applies to pay the principal Outstanding Bonds and the Additional Bonds which the Issuer proposes to issue and receipt by the Depositary Bank of an Officer's Certificate from the Issuer confirming that moneys on deposit in the Debt Service Reserve Account or redemption price ofotherwise available pursuant to Acceptable Credit Support shall, and interest onin the aggregate, the Owner Proportionate Share of all outstanding Bonds (after giving effect to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
(b) the Contractor and the Owner enter into an amendment be equal to the Guaranteed Savings Agreement Debt Service Reserve Required Balance (as such shall be increased to increase the Construction Price accordingly;
(c) the requirements in the Indenture for the issuance of Additional Bonds are met;
(d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of reflect payments due on the Additional Bonds;
(e) ), the Owner delivers Issuer shall execute Additional Bonds and deliver them to the Issuer Bond Trustee, and the Trustee an instrument executed by an authorized representative Bond Trustee, upon the written request of FREE in which FREE consents to the issuance of Additional Bonds; and
(f) if the proceeds of Issuer, shall authenticate such Additional Bonds also will and deliver them to the purchasers thereof as may be used to fund directed by the projects Issuer in writing, without any further action of Other Participants, the foregoing conditions are satisfied by each such Other Participants.Issuer; provided,
Appears in 1 contract
Additional Bonds. If Notwithstanding anything contained in this Section or elsewhere in the proceeds Lease the County may but shall not be obligated to issue such Additional Bonds or series of Bonds as may be necessary to pay any one or more of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, then, at the request of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
costs: (a) for completing the Owner executes and delivers Facilities; (b) for constructing or acquiring Improvements to the Issuer an amendment to this Agreement, in form Facilities; (c) for funding reserves; (d) for refunding of all or any part of the Series 1990 Bonds; and substance satisfactory (e) for payment of the costs of issuance and sale of the Additional Bonds and capitalized interest for such period and other costs reasonably related to the Issuer financing as shall be agreed upon by Mesaba and the TrusteeCounty; provided, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such however, that the Lease Payments County and the Trustee shall be furnished with an opinion of Bond Counsel that the issuance of Additional Bonds and the expenditure of proceeds from the sale thereof is permitted by Act No. 94 and the Ordinance and will be sufficient to pay not impair the principal or redemption price of, and exclusion of interest on, on the Owner Proportionate Share of all outstanding Series 1990 Bonds (after giving effect from gross income for federal income tax purposes. Prior to the issuance of such any Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
(b) their terms, the Contractor purchase price to be paid therefor and the Owner enter manner in which the proceeds are to be disbursed, shall be approved in writing by the Bank (if the Letter of Credit or Alternate Letter of Credit is then in effect), the County and Mesaba, and Mesaba and the County shall have entered into an amendment to the Guaranteed Savings Agreement Lease, if necessary, to increase provide for Special Facilities Charges in an amount at least sufficient to pay Current Expenses and the Construction Price accordingly;
principal of, redemption price (cif any) and interest on the requirements Additional Bonds when due. Nothing contained in this Article or the Lease shall be construed in such way as to prevent similar financing of additional capital improvements and facilities which may be constructed in the Indenture future at the Airport for lease to and use by Mesaba, but the issuance of Additional Bonds are met;
Special Facilities Charges shall not be pledged as security for any bonds or obligations (d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the other than Additional Bonds;
(e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents to the issuance of Additional Bonds; and
(f) if the proceeds of issued for such Additional Bonds also will be used to fund the projects of Other Participants, the foregoing conditions are satisfied by each such Other Participantspurpose.
Appears in 1 contract
Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, then, at the request of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
(a) Additional Bonds may, upon satisfaction of the Owner executes and delivers to the Issuer an amendment to conditions set forth in this AgreementSection 2.3, be issued in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing for the purposes permitted herein. All Additional Bonds shall (i) rank pari passu with the Initial Bonds in all respects (except, with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied to the redemption of the Lease Payments such that the Lease Payments will be sufficient Initial Bonds prior to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect being applied to the issuance redemption of such any Additional Bonds), (ii) when duebe secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as confirmed approved in writing by a certificate of a Financial Advisor;the Partnership.
(b) Upon (i) satisfaction of the Contractor applicable conditions set forth in this Section 2.3, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.3, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the Trustee and the Owner enter into Holders shall not be required; provided, however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iv) receipt by the Trustee of an amendment Officer's Certificate from the Partnership confirming that all conditions precedent to the Guaranteed Savings Agreement to increase the Construction Price accordingly;
(c) the requirements in the Indenture for the issuance of Additional Bonds are met;or incurrence of Permitted Indebtedness, as applicable, set forth in this Agreement and the Common Agreement have been satisfied or waived, the Partnership shall execute Additional Bonds and deliver them to the Trustee, and the Trustee, upon the written request of the Partnership, shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be directed by the Partnership in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Bonds shall be issued hereunder without the written consent of the Partnership.
(c) Upon the issuance of any Additional Bonds, the Partnership shall promptly provide the Trustee with a revised Schedule I to this Indenture that will provide for the payment of principal on such Additional Bonds.
(d) Prior to the Owner pays all costs of issuance of Additional Bonds hereunder, the Owner Proportionate Share following shall be established in one or more Supplemental Indentures:
(i) the title of the Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such costs Bonds;
(ii) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder);
(iii) the date or dates on or as of which the Additional Bonds shall be dated;
(iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable;
(v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the extent not paid out Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;
(vi) the place or places where (A) the principal of, premium (if any), and interest on the Additional Bonds shall be payable, (B) Additional Bonds may be surrendered for registration of transfer or exchange and (C) notices and demands to or upon the Partnership in respect of the proceeds Additional Bonds and this Indenture may be served;
(vii) the price or prices at which, the period or periods within which and the terms and conditions upon which the Additional Bonds may be redeemed, in whole or in part, at the option of the Partnership;
(viii) the obligation (if any) of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
(ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable;
(x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds;
(exi) the Owner delivers obligation (if any) of the Partnership to file a registration statement with respect to the Issuer and Additional Bonds or to exchange the Trustee an instrument executed by an authorized representative of FREE in which FREE consents Additional Bonds for Bonds registered pursuant to the issuance of Securities Act;
(xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and
(fxiii) if any other terms of the proceeds of such Additional Bonds also will (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of the Additional Bonds; provided that such terms shall be used no more favorable to fund the projects Holders of Other Participants, Additional Bonds than the foregoing conditions are satisfied by each such Other Participantscorresponding terms contained herein.
Appears in 1 contract
Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, thenThe Issuer, at the request of the OwnerCompany and to the extent permitted by and consistent with the law in effect at the time thereof, the Issuer shall use commercially reasonable its best efforts to issue Additional Bonds subject from time to time for providing funds (i) to refund, in advance or otherwise, the Project Bonds or any Additional Bonds; (ii) to make repairs to the following Facilities of a major nature arising from casualty or unanticipated conditions:
; (aiii) to acquire, construct, equip or improve land, buildings, structures, facilities, machinery or equipment, all to be used in connection with the Owner executes and delivers to Facilities when such acquisition, construction, equipping or improvement will fulfill the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing purposes of Chapter 165 of the Lease Payments such that the Lease Payments will be sufficient Ohio Revised Code, or any successor law; (iv) to pay that portion of the principal or redemption price of, and interest on, costs of the Owner Proportionate Share Facilities as may be in excess of all outstanding Bonds (after giving effect the moneys available therefor in the Construction Fund prior to the issuance of such Additional Bonds; or (v) when duefor any combination of the foregoing, on a parity with the Project Bonds and any Additional Bonds theretofore or thereafter issued and payable from the Bond Fund; provided that before any Additional Bonds are authenticated there is delivered to and filed with the Trustee (a) any necessary amendment to the Loan Agreement so that the aggregate amounts payable by the Company pursuant to the Loan Agreement, as confirmed by a certificate amended, shall be sufficient in amount to make all required payments into the Bond Fund in order to pay, or redeem at or prior to maturity, all Bonds then to be outstanding, and to pay all other charges required to be paid under the provisions of a Financial Advisor;
the Loan Agreement and this Bond Legislation and all Bond Legislation authorizing Additional Bonds; and (b) the Contractor other items required by Section 2.08 of the Indenture; and the Owner enter into an amendment provided, further, that prior to the Guaranteed Savings Agreement to increase Expiration Date of the Construction Price accordingly;
Letter of Credit, no Additional Bonds shall be issued unless (ci) the requirements proceeds thereof are to be used to refund the Project Bonds, in the Indenture for the issuance of Additional Bonds are met;
full; or (dii) the Owner pays all costs of issuance Company has received the prior written consent of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents Bank to the issuance of such Additional Bonds; and
(f) if the proceeds of such . Additional Bonds also will shall be used in such principal amounts, shall be dated, shall bear interest at such rate or rates, shall be subject to fund redemption at such times and prices, and shall mature in such years as the projects Bond Legislation authorizing the issuance thereof shall fix and determine, subject to Section 10 of Other Participants, the foregoing conditions are satisfied by each such Other Participantsthis Bond Legislation.
Appears in 1 contract
Additional Bonds. Additional Bonds may be issued by the Issuer to provide funds to pay any one or more of the following: (i) the costs of completing any Project, (ii) the costs of any Project related to the Project, (iii) to refund any Bonds, and (iv) the costs of the issuance and sale of the Additional Bonds and capitalized or funded interest for such period and such other costs reasonably related to the financing as shall be agreed upon by the Purchaser and the Issuer. If the proceeds Purchaser is not in default hereunder, the Issuer shall, on request of the Purchaser, from time to time use its best efforts to issue the amount of Additional Bonds deposited into specified by the Owner Project Account Purchaser; provided, that the terms of such Additional Bonds, the purchase price to be paid therefor, and the manner in which the proceeds therefrom are insufficient to complete be disbursed shall have been approved in writing by the Project Purchaser, provided, that the sale of any Additional Bonds shall be the sole responsibility of the Purchaser, and provided further that the Purchaser and the Issuer determines that Additional Bonds can be marketed on terms acceptable to the Owner, then, at the request of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
(a) the Owner executes and delivers to the Issuer have entered into an amendment to this Agreement, Agreement to provide for additional payments of Purchase Price in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be an amount at least sufficient to pay the principal or redemption price of, premium, if any, and interest onon the Additional Bonds when due and to provide for any additional terms or changes to this Agreement required because of such Additional Bonds, and provided further that the Owner Proportionate Share Issuer shall have otherwise complied with the provisions of all outstanding Bonds (after giving effect Section 2.9 of the Bond Resolution with respect to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
(b) the Contractor and the Owner enter into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordingly;
(c) the requirements in the Indenture for the issuance of Additional Bonds are met;
(d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents . Prior to the issuance of any Additional Bonds; and
(f) if Bonds to finance the proceeds costs of completing any Project or the costs of any Project, the Purchaser shall cause to be prepared and filed with the Issuer a certificate of the Purchaser approved by a Consulting Engineer setting forth the estimated cost of the completion of the Project or the cost of the proposed Project, including an allowance for contingencies, the estimated date of completion of such Additional Bonds also Project, and the amount, if any, provided or to be provided by the Purchaser from other sources toward payment of the costs of completion of such Project or the cost of such Project and the manner in which such funds will be used to fund the projects of Other Participants, the foregoing conditions are satisfied by each such Other Participantsprovided.
Appears in 1 contract
Sources: Agreement of Sale
Additional Bonds. If (1) Subject to clause (2) of this Section 3.02, one or more series of Additional Bonds may be authenticated and delivered under this Indenture, in each case pursuant to an indenture supplemental hereto (a "Supplemental Indenture") substantially in the proceeds form of Exhibit E and upon satisfaction of the conditions set forth in this Section 3.02. Each series of Additional Floating Rate Bonds deposited into shall have the Owner Project Account are insufficient terms and conditions set forth in Exhibit A-1, and in this Indenture, subject to complete such insertions, omissions, substitutions and variations as may be provided in the Project corresponding Supplemental Indenture. Each series of Additional Fixed Rate Bonds shall have the terms and conditions set forth in Exhibit A-2, this Indenture and in the Issuer determines that Supplemental Indenture corresponding to such issuance.
(2) Additional Bonds can may be marketed on terms acceptable issued by the Company; provided that (i) the Trustee shall have received prior to such issuance an Officer's Certificate from the Owner, then, at the request of the Owner, the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
Company certifying that (a) each of the Owner executes and delivers to the Issuer an amendment to conditions set forth in this Agreement, in form and substance satisfactory to the Issuer Section 3.02(2) and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect Supplemental Indenture relating to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
Bonds has been satisfied and (b) the Contractor and the Owner enter into an amendment incurrence of Debt pursuant to the Guaranteed Savings Agreement to increase the Construction Price accordingly;
(c) the requirements in the Indenture for the issuance of Additional Bonds are met;
complies with Section 4.3 (dincluding, without limitation, the definition of Issuer Permitted Debt) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the Additional Bonds;
Common Agreement, (eii) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents appropriate Supplemental Indenture relating to the issuance of such Additional Bonds; and
Bonds substantially in the form of Exhibit E hereto has been executed and delivered, (fiii) if any supplements, amendments or modifications to or of the proceeds Financing Documents that may be required or appropriate in connection with the issuance of such Additional Bonds also will have been executed and delivered (in respect of which the consent of the Trustee and the Holders shall not be used required, except to fund the projects extent required by any such Financing Document), and (iv) the Trustee shall have received the written consent of Other Participantseach Guarantor confirming that such Guarantor's Guaranty shall apply to the Bonds and the Additional Bonds which the Company proposes to issue.
(3) Upon satisfaction of the applicable conditions set forth in clause (2) of this Section 3.02, the foregoing conditions are satisfied Company shall execute Additional Bonds and deliver them to the Trustee, and the Trustee, upon the written request of the Company, shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be directed by each the Company in writing, without any further action of the Company.
(4) Upon the issuance of any Additional Bonds, the Company shall promptly provide the Trustee with a schedule that will set forth the requirements for the payment of principal of and interest on such Other ParticipantsAdditional Bonds.
Appears in 1 contract
Sources: Indenture (NRG Energy Inc)
Additional Bonds. If (A) So long as the proceeds Installment Sale Agreement is in effect and no Event of Default exists thereunder or hereunder (and no event exists which upon notice or lapse of time or both, would become an Event of Default thereunder), the Issuer may, upon request from the Company, issue one or more series of Additional Bonds to provide funds to pay any one or more of the following: (1) costs of completion of the Project Facility in excess of the amount in the Project Fund; (2) costs of refunding or advance refunding any or all of the Bonds deposited into the Owner Project Account are insufficient previously issued; (3) costs of making any modifications, additions or improvements to complete the Project Facility; or (4) costs of the issuance and sale of the Issuer determines that Additional Bonds, capitalized interest, funding debt service reserves, and other costs reasonably related to any of the foregoing. Additional Bonds can be marketed on terms acceptable to may mature at different times, bear interest at different rates and otherwise vary from the Owner, then, at the request Bonds as authorized under Article II of the OwnerIndenture, all as may be provided in the Issuer shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
(a) the Owner executes and delivers to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect to supplemental Indenture authorizing the issuance of such Additional Bonds.
(B) when duePrior to the execution of a supplemental Indenture authorizing the issuance of Additional Bonds, the Issuer must deliver certain documents set forth in this Indenture to the Trustee, including:
(1) an amendment to the Reimbursement Agreement and the Letter of Credit providing for issuance by the Bank of a Substitute Letter of Credit in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a written opinion of counsel to the Bank which shall state that the execution and delivery of each such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as confirmed amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance, or (b) a Substitute Letter of Credit issued by a certificate Substitute Bank in the aggregate principal amount of all Bonds then Outstanding plus the principal amount of the proposed Additional Bonds, together with sixty-five (65) days' interest thereon and a Financial Advisorwritten opinion of counsel to the Substitute Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Substitute Bank has been duly authorized, executed and delivered by the Substitute Bank and the Substitute Letter of Credit constitutes the legal, valid and binding obligation of the Substitute Bank enforceable against the Substitute Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(2) a written opinion of counsel to the Bank which shall state that the execution and delivery of such Substitute Letter of Credit by the Bank has been duly authorized, executed and delivered by the Bank and that the Letter of Credit, as amended, constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(3) evidence that the Financing Documents, as amended or supplemented in connection with the issuance of the Additional Bonds, provide that (a) the Bonds referred to therein shall mean and include the Additional Bonds being issued as well as the Bonds originally issued under the Indenture and any Additional Bonds theretofore issued, and (b) the Contractor and Project Facility referred to in the Owner enter into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordinglyFinancing Documents includes any Additional Facilities being financed;
(c4) a copy of the requirements resolution of the Board of Directors of the Company, duly certified by the Secretary or Assistant Treasurer of the Company, which approves the issuance of the Additional Bonds and authorizes the execution and delivery by the Company of the amendments to the Financing Documents described in paragraph (3) above;
(5) a written opinion of counsel to the Company which shall state that the execution and delivery of the amendments to the Financing Documents by the Company have been duly authorized, executed and delivered by the Company and that the Financing Documents, as amended, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;
(6) a copy of the resolution, duly certified by the secretary or assistant secretary of the Issuer, authorizing the issuance of the Additional Bonds and the execution and delivery by the Issuer of any amendments to the Financing Documents to be executed in connection therewith;
(7) an opinion of counsel to the Issuer stating that the supplements and amendments to the Financing Documents described above have been duly authorized and lawfully executed and delivered on behalf of the Issuer; that such amendments to the Financing Documents are in full force and effect and are valid and binding upon the Issuer; and that all conditions precedent provided for in the Indenture for to the issuance, execution and delivery of the Additional Bonds have been complied with;
(8) an opinion of Bond Counsel stating that, in the opinion of such Bond Counsel, the Issuer is duly authorized and entitled to issue such Additional Bonds and that, upon the execution, authentication and delivery thereof, such Additional Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Issuer, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; and that the issuance of the Additional Bonds are metwill not, in and of itself, adversely affect the validity of the Bonds originally issued under the Indenture or any Additional Bonds theretofore issued;
(d9) written evidence from each rating agency, if any, by which the Owner pays all costs of Bonds are then rated to the effect that the issuance of such Additional Bonds will not, by itself, result in a reduction of the Owner Proportionate Share of such costs rating(s) on the Outstanding Bonds applicable immediately prior to the extent not paid out of the proceeds issuance of the Additional Bonds;
(e10) the Owner delivers a written order to the Issuer and the Trustee an instrument executed by an authorized representative Authorized Officer of FREE in which FREE consents the Issuer requesting the Trustee to authenticate and deliver the Additional Bonds to the purchasers therein identified; and
(11) such other documents as the Trustee may reasonably request.
(C) Each series of Additional Bonds shall be equally and ratably secured under the Indenture with the Bonds issued on the Closing Date and with all other series of Additional Bonds, if any, previously issued under the Indenture, without preference, priority or distinction of any Bond over any other.
(D) The consent of the Bondholders shall not be required prior to the issuance of Additional Bonds; and, or to the execution and delivery of any amendments to the Financing Documents required in connection therewith. The Trustee shall, however, notify in writing the Bondholders and each rating agency of the issuance of the Additional Bonds, detailing, at least, the aggregate principal amount of such Bonds, and summarizing the nature of the amendments to the Financing Documents proposed to be executed in connection therewith.
ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY
(fA) The Bonds are subject to redemption prior to maturity (1) as a whole, without premium, as provided in Section 406 hereof, in the event of (a) a taking in Condemnation of, or failure of title to, all or substantially all of the Project Facility, (b) damage to or destruction of part or all of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.1 of the Installment Sale Agreement, or (c) a taking in Condemnation of part of the Project Facility and election by the Company to redeem the Bonds in accordance with Section 7.2 of the Installment Sale Agreement, or (2) in part, without premium, (a) as provided in Section 406(G) hereof, in the event that (i) to the extent excess moneys remain in the Insurance and Condemnation Fund following damage or condemnation of a portion of the Project Facility and completion of the repair, rebuilding or restoration of the Project Facility by the Company, and (ii) such moneys are not paid to the Company pursuant to Section 406(G) hereof, or (b) as provided in Section 403 hereof, in the event that excess moneys remain in the Project Fund after the Completion Date. In any such event, the Bonds shall be redeemed, as a whole or in part, as the case may be, in the manner provided in this Article III, at such time as the Trustee determines, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(B) The Bonds are also subject to redemption prior to maturity in the event of failure by the Company to provide a Substitute Letter of Credit at least forty-five (45) days prior to the Interest Payment Date immediately preceding the expiration date of the Letter of Credit then in effect. In any such event, the Bonds shall be redeemed, as a whole, on such Interest Payment Date at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the redemption date, without premium.
(C) The Bonds are also subject to redemption prior to maturity upon receipt by the Trustee of a written notice from the Bank of the occurrence and continuance of a default by the Company under the Reimbursement Agreement and the Bank's election to compel redemption of the Bonds. In either such event, the Bonds shall be redeemed, as a whole, in the manner provided in this Article III, on the earliest date for which the Trustee can give notice of redemption pursuant to Section 303 hereof, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(1) On or prior to the Conversion Date, the Bonds are also subject to redemption prior to maturity in denominations of $5,000 or any integral multiple of $5,000 in excess thereof at the option of the Company by exercise of its right to prepay the installment purchase payments payable under the Installment Sale Agreement as provided in Section 5.5 of the Installment Sale Agreement, on any Interest Payment Date, in the manner provided in this Article III, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.
(2) After the Conversion Date, the Bonds are subject to redemption, at the option of the Company by exercise of its right to prepay the installment purchase payments under the Installment Sale Agreement as provided in Section 5.5 thereof, as a whole or in part on any Interest Payment Date occurring after the end of the applicable call protection period at the redemption prices, expressed as percentages of unpaid principal amount to be redeemed, plus accrued interest to the redemption date, determined as follows: the call protection period and redemption prices shall be determined by the Remarketing Agent, after taking into account the factors described in Section 209(B)(2)(e) hereof and such other factors which the Remarketing Agent deems appropriate. The determination of the call protection period and redemption prices by the Remarketing Agent pursuant to and in accordance with the terms of the Indenture shall be conclusive and binding on the Issuer, the Trustee, the Company, the Bank and the Holders of the Bonds.
(E) The Bonds will also be subject to scheduled mandatory redemption, by lot in such manner as the Trustee shall deem fair and appropriate for random selection, prior to maturity, commencing December 1, 1999 and on each December 1 thereafter, by the application of Sinking Fund Payments at a redemption price equal to one hundred percent (100%) the principal amount thereof, plus accrued interest to the redemption date, without premium, on December 1 of the years and in the principal amounts set forth below: YEAR SINKING FUND PAYMENT YEAR SINKING FUND PAYMENT 1999 $285,000 2006 $385,000 2000 $275,000 2007 $410,000 2001 $290,000 2008 $435,000 2002 $310,000 2009 $460,000 2003 $325,000 2010 $485,000 2004 $345,000 2011 $515,000 2005 $365,000 2012 $540,000 Following retirement by mandatory sinking fund redemption prior to their Stated Maturity, there will remain $575,000 principal amount of the Bonds maturing on December 1, 2013 to be paid at maturity.
(F) In no event shall the Trustee, in connection with any redemption of Bonds under this Section 301, pay any portion of the principal of, premium, if any, or interest on any Bond from other than Non-Preference Moneys. Furthermore, the Trustee shall make such payments by first drawing on the Letter of Credit pursuant to Section 408 hereof.
(G) In the event of any partial redemption, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee not more than sixty (60) days prior to the redemption date by lot. The Trustee shall apply any partial redemption payments (other than a scheduled mandatory redemption) to the schedule of mandatory redemption in inverse order of maturity. After the Conversion Date, if the proceeds of such Additional Bonds also will be used to fund the projects of Other Participantsare serial bonds as provided in Section 209(B)(2)(e)(ii) hereof, the foregoing conditions are satisfied Bonds shall be redeemed in inverse order of maturity selected by each such Other Participantslot. Further, the Trustee may provide for the selection for redemption of portions (equal to $5,000 or any whole multiple thereof) of Bonds of a denomination larger than $5,000. In no event shall the principal amount of Bonds subject to any partial redemption be other than a whole multiple of $5,000; provided, however, that no $5,000 portion of a Bond shall be redeemed if it results in the unredeemed portion of the Bond being less than $100,000.
Appears in 1 contract
Additional Bonds. If the proceeds of the Bonds deposited into the Owner Project Account are insufficient to complete the Project and Company is not in default hereunder, the Issuer determines that Additional Bonds can be marketed on terms acceptable to may, in its sole discretion, by the Owner, thenadoption of an appropriate resolution or resolutions, at the request of the OwnerCompany and with the consent of the Credit Bank (unless there shall be a Rating Event Date in connection with the issuance of Additional Bonds), authorize the issuance of Additional Bonds upon the terms and conditions provided herein and in Section 2.11 of the Indenture, but in no event shall the Issuer shall use commercially reasonable efforts to issue be liable for not issuing such Additional Bonds. Additional Bonds subject may be issued only to provide funds to pay any one or more of the following: (i) reimbursement of Project Costs not financed with the proceeds of a prior series of Bonds; (ii) the costs of making at any time or from time to time such substitutions, additions, modifications and improvements to the following conditions:
Project or any portion thereof, as authorized by the Act, as the Company may deem necessary or desirable; (aiii) to refund any outstanding Bonds; and (iv) the Owner executes costs of the issuance and delivers sale of the Additional Bonds, and other costs reasonably related to the Issuer an amendment to this Agreement, in form and substance satisfactory to financing as shall be agreed upon by the Issuer Company and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect Issuer. Prior to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisor;
(b) the Contractor terms thereof, the purchase price to be paid therefor and the Owner enter manner in which the proceeds therefrom are to be disbursed shall have been approved in writing by the Company; the Company and the Issuer shall have entered into an amendment to the Guaranteed Savings this Agreement to provide that, for all purposes of this Agreement, the Project shall include any facilities being financed by the Additional Bonds, which facilities shall be described in an amendment to Exhibit B hereto, and to provide for an increase the Construction Price accordingly;
(c) the requirements in the amount payable under Section 4.2 hereof as shall be necessary to pay the principal of, premium, if any, and interest on the Additional Bonds as provided in the supplemental indenture to be paid with respect to such Additional Bonds; and the Issuer shall have otherwise complied with the provisions of Section 2.11 of the Indenture for with respect to the issuance of such Additional Bonds are met;
(d) The Company shall pay, or cause to be paid by persons other than the Owner pays Issuer, all costs of issuance of the Owner Proportionate Share of such costs to the extent any Additional Bonds not paid out of from the proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative of FREE in which FREE consents to the issuance of Additional Bonds; and
(f) if the proceeds of such Additional Bonds also will be used to fund the projects of Other Participants, the foregoing conditions are satisfied by each such Other Participantssale thereof.
Appears in 1 contract
Sources: Loan Agreement (Rykoff Sexton Inc)
Additional Bonds. If Additional Bonds may be issued under and secured by this Indenture at one time or from time to time, in addition to the proceeds Series 2004 Bonds and, subject to the conditions hereinafter provided in this Section 2.10, for the purpose of providing funds for refunding any of the Bonds deposited into then Outstanding, including the Owner Project Account are insufficient payment of any redemption premium thereon, interest to complete accrue to the Project selected redemption date, any serial maturities to become due prior to the selected redemption date and the Issuer determines that any expenses in connection with such refunding (any such Additional Bonds can to be marketed on terms acceptable to identified as "Refunding Bonds"). Before any Additional Bonds shall be issued under the Owner, then, at the request provisions of the Ownerthis Section 2.10, the Issuer Board shall use commercially reasonable efforts to issue Additional Bonds subject to the following conditions:
(a) the Owner executes and delivers to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing of the Lease Payments such that the Lease Payments will be sufficient to pay the principal or redemption price of, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect to adopt a resolution authorizing the issuance of such Additional Bonds) when due, fixing the amount thereof and designating the Bonds Outstanding to be refunded with the proceeds of such Additional Bonds. Such Additional Bonds shall be designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Indenture), as confirmed all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption by sinking fund or otherwise, or as otherwise provided in the Agreement with regard to credit enhancement, if any, or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2004 Bonds. Such Additional Bonds shall be executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for authentication, but before such Additional Bonds shall be authenticated and delivered by the Trustee, there shall be delivered to the Trustee the following: A copy, certified by the Secretary of the Issuer, of the resolution adopted by the Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. A certificate of a Financial Advisor;
(b) the Contractor Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price and disposition of the proceeds thereof, and the Owner enter terms and conditions of any supplement to this Indenture entered into an in connection with such Additional Bonds. An executed counterpart of any amendment to the Guaranteed Savings Agreement and any supplement to increase this Indenture in connection with such Additional Bonds and, if applicable, credit enhancement or the Construction Price accordingly;
(c) delivery of a series of first mortgage bonds by the requirements in Company to secure payments under the Indenture for Agreement with respect to such Additional Bonds. An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds are met;
(d) the Owner pays all costs of issuance of the Owner Proportionate Share of such costs to the extent not paid out of the proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer and the Trustee an instrument executed by an authorized representative application of FREE in which FREE consents to the issuance of Additional Bonds; and
(f) if the proceeds of such Additional Bonds also to the purpose or purposes described in the resolution mentioned in clause (a) of this Section 2.10 will not result in the interest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of either of the Projects or a "related person" as defined in Section 103(b)(13) of the 1954 Code (or any applicable successor provision of law), and that the interest on such Additional Bonds will be used so excluded from gross income for federal income tax purposes. A Note relating to fund such Additional Bonds duly executed on behalf of the projects Company and assigned to the Trustee. A copy of Other Participantsthe request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a certified copy of the foregoing conditions are satisfied by each resolution of the Board with respect to such Other Participantsrefunding. If applicable, a series of the Company's first mortgage bonds to secure payments under the Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. If applicable, credit enhancement for such Additional Bonds. Written direction of the Issuer to the Trustee to authenticate such Additional Bonds.
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Additional Bonds. If Additional Bonds may be issued pursuant to this Indenture under the proceeds conditions and in the manner provided in this Section 2.10. Additional Bonds may be issued from time to time for any one or more of the following purposes: (a) financing the costs of the acquisition or construction of new Facilities or improvements to the Facilities, or (b) refunding of all or a portion of one or more Series of Bonds deposited into issued pursuant hereto. In the Owner Project Account are insufficient to complete the Project and the Issuer determines that event Additional Bonds can be marketed on terms acceptable to the Owner, then, at the request of the Ownerare issued, the Issuer and Trustee shall use commercially reasonable efforts enter into a Supplemental Indenture, the purpose of which shall be to issue impose the lien of this Indenture upon the Trust Estate as security therefor. No Additional Bonds subject to shall be authenticated and delivered by the following conditionsTrustee unless there has been filed with the Trustee:
(a) the Owner executes The resolutions, documents and delivers to the Issuer an amendment to this Agreement, in form and substance satisfactory to the Issuer and the Trustee, by which Exhibit 1 (Lease Payments) is revised to increase the amounts and timing opinions required for delivery of the Lease Payments such that the Lease Payments will be sufficient Bonds pursuant to pay the principal or redemption price ofSection 2.05 hereof, and interest on, the Owner Proportionate Share of all outstanding Bonds (after giving effect to the issuance of such Additional Bonds) when due, as confirmed by a certificate of a Financial Advisorappropriately modified;
(b) The Supplemental Indenture specifically authorized the Contractor and the Owner enter into an amendment to the Guaranteed Savings Agreement to increase the Construction Price accordinglyAdditional bonds;
(c) An Issuer's Certificate to the requirements effect that the Issuer is not in the Indenture for the issuance of Additional Bonds are met;default hereunder; and
(d) (i) A certificate of an Authorized Representative to the Owner pays all costs of issuance effect that the Net Pledged Revenues plus any amounts earmarked for capitalized interest for each of the Owner Proportionate Share preceding two Fiscal Years have equaled or exceeded % of Maximum Annual Debt Service on all Outstanding Bonds and the Additional Bonds to be issued, taking into effect the additional Debt Service Charges to be incurred following issuance thereof and, in the event of the refunding of existing Bonds, taking into account the defeasance of such costs to the extent not paid out of the proceeds of the Additional Bonds;
(e) the Owner delivers to the Issuer existing Bonds being refunded and the Trustee an instrument executed by an authorized representative elimination of FREE in which FREE consents to the issuance of Additional Bonds; and
(f) if the proceeds of such Additional Bonds also will be used to fund the projects of Other Participants, the foregoing conditions are satisfied by each such Other Participants.Debt Service Charges associated therewith;
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Sources: Trust Indenture