Maturity and Interest. The Project Bonds shall bear interest from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or provided for, from their date of initial delivery, payable on each Interest Payment Date. The Project Bonds shall bear interest at an Adjustable Rate or the Fixed Rate all as more specifically set forth hereinafter. The Project Bonds shall mature on September 1, 2028, subject to prior redemption as set forth in Section 4.01 hereof. From the date of initial delivery of the Project Bonds, the interest rate on the Project Bonds shall be that rate per annum, not to exceed the Maximum Rate, as shall be established in or pursuant to the Bond Placement Agreement. Thereafter, except as provided in this Section 2.03, the Project Bonds shall bear interest at the Weekly Interest Rate and, for each succeeding Weekly Interest Rate Period, the interest rate on the Project Bonds shall be the Weekly Interest Rate for such Weekly Interest Rate Period as established on the Interest Rate Determination Date immediately preceding the commencement of such Weekly Interest Rate Period. On the first Business Day of December 1998, and on any Interest Period Reset Date thereafter, the interest rate on the Project Bonds may be converted to a different Interest Rate Mode upon receipt by the Trustee and the Remarketing Agent of a written direction from the Borrower, approved in writing by the Bank, given on behalf of the Issuer, not less than 45 days prior to such Interest Period Reset Date, to convert the interest rate on the Project Bonds to an Interest Rate Mode other than the Interest Rate Mode then in effect. Except when converting from the Weekly Interest Rate Mode, no Interest Period Reset Date shall be earlier than the day after the end of the last Interest Rate Period for the Interest Rate Mode in effect on the date of such direction from the Borrower, the end of such Interest Rate Period to be determined as if such direction had not been given. Such direction to convert the interest rate on the Project Bonds to a different Interest Rate Mode shall be accompanied by (a) an opinion of Bond Counsel selected by the Borrower delivered to the Issuer, the Trustee, the Bank and the Remarketing Agent, stating that such conversion to the specified Interest Rate Mode will not adversely affect the exclusion of the interest on the Project Bonds from gross income for federal income tax purposes, (b) a written certificate of the Remarketing Agent stating that the interest coverage period provided by the Letter of Credit is appropriate for the Interest Rate Mode directed to be in effect and that the Letter of Credit Termination Date is no earlier than 15 days after the end of the new Interest Rate Period, or if the conversion is to the Fixed Interest Rate, that the termination date of the Letter of Credit is no earlier than 15 days after the First Optional Redemption Date, and (c) a written certificate of the Remarketing Agent stating that it has received certifications, opinions or other evidence satisfactory to it that there has been or will be compliance with any applicable state or federal securities law requirements. If the Project Bonds bear interest at the Weekly Interest Rate, the One Month Interest Rate or the Three Month Interest Rate, the interest coverage period for the Letter of Credit shall be at least 45 days of interest at the Maximum Rate. If the Project Bonds bear interest at the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate or the Fixed Interest Rate, then the interest coverage period for the Letter of Credit shall be at least 195 days of interest at the Maximum Rate. The Borrower shall be required to provide a Letter of Credit or an Alternate Letter of Credit which will provide the appropriate interest coverage. Notwithstanding any provision of this paragraph, no conversion shall be effective (i) if the proposed conversion is to a One Year Interest Rate, Five Year Interest Rate or Fixed Interest Rate and the Borrower makes an election on or prior to the day immediately succeeding any Interest Rate Determination Date not to proceed with the proposed conversion or (ii) the Trustee has not received on the effective date of such conversion an opinion of Bond Counsel to the same effect as described in clause (a) of this paragraph above. In either such event, the Interest Rate Mode for the Project Bonds will remain as the Interest Rate Mode then in effect for the Project Bonds without regard to any proposed conversion. The Project Bonds will continue to be subject to tender for purchase on the scheduled effective date of the proposed conversion without regard to the failure of such proposed conversion. If the Trustee shall have sent any notice to Holders regarding the proposed conversion then in the event of a failure of such conversion, as specified above, the Trustee shall promptly notify all Holders of such failure, of the reason for such failure, and of the continuation of the Interest Rate Mode then in effect. 26 On each Interest Rate Determination Date, the Remarketing Agent shall give the Trustee telephonic notice (immediately confirmed in writing) of the interest rate to be borne by the Project Bonds for the following Interest Rate Period; provided that if the interest rate is determined pursuant to clause (b) of the definition of the applicable Interest Rate Mode, on the Interest Rate Determination Date, the Trustee shall give notice to the Borrower and the Bank as above provided. If the interest rate on the Project Bonds is converted to a different Interest Rate Mode, at least 30 days prior to the Interest Period Reset Date the Trustee shall confirm, by first class mail to all Holders, that upon such Interest Period Reset Date the Project Bonds shall be converted to a different Interest Rate Mode, which Interest Rate Mode shall be specified, and that all Project Bonds and Beneficial Ownership Interests shall be subject to a mandatory tender pursuant to Section 2.05 hereof, subject to the right of the Holders or Beneficial Owners to affirmatively elect to waive the mandatory tender and retain their Project Bonds or Beneficial Ownership Interests. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months so long as interest is payable at the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate or the Fixed Interest Rate. Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, for the number of days actually elapsed so long as interest is payable at the Weekly Interest Rate, the One Month Interest Rate or the Three Month Interest Rate. Interest shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Payment Date and to and including the day immediately preceding such payment date. Any calculation of the interest rate to be borne by the Project Bonds shall be rounded to the nearest one-hundredth of one percent (0.01%). The computation of the interest rate on the Project Bonds by the Remarketing Agent or the Trustee, as applicable, shall be binding and conclusive upon the Borrower, the Bank and the Holders of the Project Bonds. Notwithstanding anything to the contrary in this Indenture, nothing in this Indenture shall require the Bank to extend the expiry date of, or to increase the interest coverage provided in, the Letter of Credit.
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Sources: Trust Indenture (Escalade Inc)
Maturity and Interest. The Project Refunding Bonds shall bear interest from the most recent date to which interest has been paid or duly provided for or, if no interest has been been. paid or provided for, from their date of initial delivery, payable on the first Business Day of May, 1996 and thereafter on each Interest Payment Date. The Project Refunding Bonds shall bear interest at an Adjustable Rate or the Fixed Rate all as more specifically set forth hereinafter. The Project Refunding Bonds shall mature on September March 1, 20282031, subject to prior redemption as set forth in Section 4.01 hereof, unless converted to the Fixed Interest Rate in which case the principal amount thereof shall mature pursuant to either mandatory sinking fund provisions or serial maturity requirements which would cause the outstanding principal amount thereof to be reduced as nearly as possible in level principal amounts on April 1 of each year over the remaining term of the Refunding Bonds in increments of $100,000 or more. From the date of their initial delivery of the Project Bondsthrough April 3, 1996, the interest rate on the Project Refunding Bonds shall be that rate per annum, not to exceed the Maximum Rate, as shall be established in or pursuant to the Bond Placement Purchase Agreement. Thereafter, except as provided in this Section 2.03, the Project Refunding Bonds shall bear interest at the Weekly Interest Rate and, for each succeeding Weekly Interest Rate Period, the interest rate on the Project Refunding Bonds shall be the Weekly Interest Rate for such Weekly Interest Rate Period as established on the Interest Rate Determination Date immediately preceding the commencement of such Weekly Interest Rate Period. On the first Business Day of December 1998June 1, 1996, and on any Interest Period Reset Date thereafter, the interest rate on the Project Refunding Bonds may be converted to a different Interest Rate Mode upon receipt by the Trustee Trustee, the Paying Agent, the Registrar and the Remarketing Agent of a written direction from the Borrower, approved in writing by the Bank, given on behalf of the Issuer, not less than 45 days prior to such Interest Period Reset Date, to convert the interest rate on the Project Refunding Bonds to an Interest Rate Mode other than the Interest Rate Mode then in effect. Except when converting from the Weekly Interest Rate Mode, no Interest Period Reset Date shall be earlier than the day after the end of the last Interest Rate Period for the Interest Rate Mode in effect on the date of such direction from the Borrower, the end of such Interest Rate Period to be determined as if such direction had not been given. Such direction to convert the interest rate on the Project Refunding Bonds to a different Interest Rate Mode shall be accompanied by (a) an opinion of Bond Counsel selected by the Borrower delivered to the Issuer, the Trustee, the Registrar, the Bank and the Remarketing Agent, stating that such conversion to the specified Interest Rate Mode will not adversely affect the exclusion of the interest on the Project Series 1996 A Bonds from gross income for federal income tax purposes, and (b) a written certificate of the Remarketing Agent stating that the interest coverage period provided by the Letter of Credit is appropriate for the Interest Rate Mode directed to be in effect and that the Letter of Credit Termination Date is no earlier than 15 days after the end of the new Interest Rate Period, or if the conversion is to the Fixed Interest Rate, that the termination date of the Letter of Credit is no earlier than 15 days after the First Optional Redemption Date, and Date (c) a written certificate or 15 days after the final maturity date of the Remarketing Agent stating that it has received certificationsRefunding Bonds, opinions or other evidence satisfactory to it that there has been or will be compliance with any applicable state or federal securities law requirementsif earlier). If the Project Refunding Bonds bear interest at the Weekly Interest Rate, the One Month Interest Rate or the Three Month Interest Rate, the interest coverage period for the Letter of Credit shall be at least 45 56 days of interest at the Maximum Rate. If the Project Refunding Bonds bear interest at the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate or the Fixed Interest Rate, then the interest coverage period for the Letter of Credit shall be at least 195 days of interest at the Maximum Rate. The Borrower shall be required to provide a Letter of Credit or an Alternate Letter of Credit which will provide the appropriate interest coverage. Notwithstanding any provision of this paragraph, no conversion shall be effective (i) if the proposed conversion is to a One Year Interest Rate, Five Year Interest Rate or Fixed Interest Rate and the Borrower makes an election on or prior to the day immediately succeeding any Interest Rate Determination Date not to proceed with the proposed conversion or (ii) the Trustee has and the Registrar have not received on the effective date of such conversion an opinion of Bond Counsel to the same effect as described in clause (a) of this paragraph above. In either such event, the Interest Rate Mode for the Project Refunding Bonds will remain as the Interest Rate Mode then in effect for the Project Refunding Bonds without regard to any proposed conversion. The Project Refunding Bonds will continue to be subject to tender for purchase on the scheduled effective date of the proposed conversion without regard to the failure of such proposed conversion. If the Trustee Registrar shall have sent any notice to Holders regarding the proposed conversion then in the event of a failure of such conversion, as specified above, the Trustee Registrar shall promptly notify all Holders of such failure, of the reason for such failure, and of the continuation of the Interest Rate Mode then in effect. 26 On each Interest Rate Determination Date, the Remarketing Agent shall give the Trustee Trustee, the Borrower, the Registrar and Paying Agent telephonic notice (immediately confirmed in writing) of the interest rate to be borne by the Project Refunding Bonds for the following Interest Rate Period; provided that if the interest rate is determined pursuant to clause (b) of the definition of the applicable Interest Rate Mode, on the Interest Rate Determination Date, the Trustee Paying Agent shall give notice to the Borrower and the Bank as above provided. Nothing contained in this Indenture shall be deemed or construed to require the Trustee to determine any interest rate pursuant to clause (a) of the definition of the applicable Interest Rate. If the interest rate on the Project Refunding Bonds is converted to a different Interest Rate Mode, at least 30 days prior to the Interest Period Reset Date the Trustee Registrar shall confirmuse its best efforts to notify the Holders of all outstanding Refunding Bonds by telephone (to the extent their telephone numbers have been provided in writing to the Registrar), immediately confirmed by first class mail to all Holders, that upon such Interest Period Reset Date the Project Refunding Bonds shall be converted to a different Interest Rate Mode, which Interest Rate Mode shall be specified, and that all Project Refunding Bonds and Beneficial Ownership Interests shall be subject to a mandatory tender pursuant to Section 2.05 hereof, subject to the right of the Holders or Beneficial Owners to affirmatively elect to waive the mandatory tender and retain their Project Bonds or Beneficial Ownership InterestsRefunding Bonds. Interest shall be calculated on the basis of a 360-day year of twelve 30-30- day months so long as interest is payable at the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate or the Fixed Interest Rate. Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, for the number of days actually elapsed so long as interest is payable at the Weekly Interest Rate, the One Month Interest Rate or the Three Month Interest Rate. Interest shall be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Payment Date and to and including the day immediately preceding such payment date. Any calculation of the interest rate to be borne by the Project Refunding Bonds shall be rounded to the nearest one-hundredth of one percent (0.01%). The computation of the interest rate on the Project Refunding Bonds by the Remarketing Agent or the Trustee, as applicable, shall be binding and conclusive upon the Borrower, the Bank and the Holders of the Project Refunding Bonds. Notwithstanding anything to the contrary in this Indenture, nothing in this Indenture shall require the Bank to extend the expiry date of, of the Letter of Credit provided at the Closing Date or to increase the interest coverage provided in, component of the amount of the Letter of Credit.
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