R-3447-12-16' RESOLUTION NO. 3447-12-16(R)
A RESOLUTION relating to the "Allen Economic Development Corporation Sales
Tax Revenue Bonds, Taxable Series 2017B" approving the resolution of
the Allen Economic Development Corporation authorizing the issuance of
such Bonds; resolving other matters incident and related to the issuance of
such Bonds; and providing an effective date.
WHEREAS, Allen Economic Development Corporation (the 'Issuer") has been duly
created and organized pursuant to the provisions of Section 4A of the Development Corporation
Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended, now codified as Texas
Local Government Code, Title 12, Subtitle C1, as amended (the "Act"), specifically Chapters 501
and 504 of the Local Government Code; and
WHEREAS, pursuant to the Act, the Issuer is empowered to issue bonds for the purpose
of defraying the cost of any "project" defined as such by the Act; and
WHEREAS, the Board of Directors of the Issuer has found and determined the purchase
of land for promotion and development of new and expanded business enterprises, to wit:
expansion of regional or national corporate headquarters facilities and any other projects
authorized by Chapter 501 of the Local Government Code (the "Projects") constitute projects
within the meaning of the Act; and
WHEREAS, the Board of Directors further finds and determines the costs of Projects
' should be financed from the proceeds of sale of "Allen Economic Development Corporation Sales
Tax Revenue Bonds, Taxable Series 2017B" (the "Bonds"); and
WHEREAS, Section 501.204(a) of the Act requires the City Council of the City approve
the resolution of the Issuer providing for the issuance of the Bonds no more than sixty (60) days
prior to the delivery of the Bonds; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS:
SECTION 1: The Resolution authorizing the issuance of the Bonds adopted by the
Issuer on December 12, 2016 (the 'Issuer Resolution") attached hereto as Exhibit A and
incorporated herein by reference as a part hereof for all purposes, is hereby approved in all
respects. The principal amount of the Bonds shall not exceed $6,500,000 and the true interest
cost rate shall not exceed 3.00%.
SECTION 2: The approvals herein given are in accordance with Section 501.204(a) of
the Act and the Bylaws of the Issuer, and the Bonds shall never be construed as an indebtedness
or pledge of the City, or the State of Texas (the "State"), within the meaning of any constitutional
or statutory provision, and the owner of the Bonds shall never be paid in whole or in part out of
any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant
to the Act) or any other revenues of the Issuer, the City, or the State, except those revenues
assigned and pledged by the Issuer Resolution.
SECTION3: The City hereby agrees to promptly collect and remit to the Issuer the Gross
' Sales Tax Revenues (as defined in the Issuer Resolution) in accordance with the terms of the
Issuer Resolution and the Act to provide for the prompt payment of the Bonds, and to assist and
22291238.3it 1612117
' cooperate with the Issuer in the enforcement and collection of sales and use taxes imposed on
behalf of the Issuer.
SECTION 4: Resolution No. 3437-11-16(R) adopted by the City Council on November 8,
2016 approving the bond resolution of the Corporation adopted October 20, 2016 is hereby
revoked and rescinded.
1
SECTION 5: It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 6: This Resolution shall be in force and effect from and after its passage on
the date shown below.
22291238 3/11612117
[remainder of page left blank intentionally]
' DULY PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
COLLIN COUNTY, TEXAS, ON THIS THE 13- DAY OF DECEMBER, 2016.
CITY OF ALLEN, TEXAS
STEPH N TERRELL
Mayor
ATTEST:
SHELLEY B. GEORGE
TRMC, City Secretary
(City Seal)
22291238.3/11612117 [signature page of Resolution]
1
1
EXHIBIT A
FORM OF BOND RESOLUTION
22291238.3/11812117 A-1
EXHIBIT A
FORM OF BOND RESOLUTION
222912383111612117 A-1
A RESOLUTION authorizing the issuance of "ALLEN ECONOMIC
DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS,
TAXABLE SERIES 20176" pledging certain 'Pledged Revenues" of the
Corporation, including "Gross Sales Tax Revenues", to the payment of
the principal of and interest on said Bonds; resolving other matters
incident and related to the issuance, sale, payment, and delivery of said
Bonds, including establishing procedures therefor and delegating matters
to authorized corporate officers; and providing an effective date
WHEREAS, Allen Economic Development Corporation (the "Corporation") has been duly
created and organized pursuant to the provisions of the Development Corporation Act, Texas
Local Government Code, Title 12, Subtitle C1, as amended (the "Act') (formerly known as the
Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Article 5190.6), specifically
Chapters 501 and 504 of the Local Government Code; and
WHEREAS, a sales and use tax at the rate of % of one percent for the promotion and
development of new and expanded business enterprises was approved by voters at an election
held January 18, 1992; and
WHEREAS, the Board of Directors of the Corporation hereby finds and determines that
bonds should be issued at this time for the purchase of land to promote and develop new and
expanded business enterprises and that the projects are within the meaning of the Act and as
approved by the voters at the aforesaid election; and
WHEREAS, the Board of Directors of the Corporation further finds that the expenditures
for the projects are required and suitable for the development, retention or expansion of regional
or national corporate headquarters facilities and any other projects authorized by the Act; and
WHEREAS, the Board hereby finds and determines that it is in the best interests of the
Corporation to authorize the issuance of the bonds and the terms of such bonds to be included
in a pricing certificates (the "Pricing Certificate") to be executed by the Pricing Officer (hereafter
designated); now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN ECONOMIC
DEVELOPMENT CORPORATION:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. Bonds of the
Corporation shall be and are hereby authorized to be issued in the maximum aggregate
principal amount hereinafter specified to be designated and bear the title "ALLEN ECONOMIC
DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, TAXABLE SERIES
20178", hereinafter referred to as the 'Bonds", to provide funds to finance the costs of the
purchase of land for the promotion and development of new and expanded business
enterprises, to wit. expansion or development of regional or national corporate headquarters
facilities and any other projects authorized by Section 501.101 of the Local Government Code
which will create or retain primary jobs (collectively, the "Projects") and to pay costs of issuance,
in conformity with the Constitution and laws of the State of Texas, including the Act, the Texas
Nonprofit Corporation Act, and Chapter 22, Texas Business Organizational Code
22286920 2/11612117
SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date. The Bonds shall be issued as fully registered obligations, without coupons,
shall be dated as specified in the Pricing Certificate (the "Bond Date'), shall be in denominations
of $5,000 or any integral multiple (within a Stated Maturity) thereof, shall be numbered
consecutively from One (1) upward and shall become due and payable on the date(s) in each of
the years and in principal amounts (the "Stated Maturities") and bear interest at per annum rates
in accordance with the details set forth in the Pricing Certificate.
The Bonds shall bear interest on the unpaid principal amounts from the date specified in
the Pricing Certificate at the per annum rates shown in the Pricing Certificate (calculated on the
basis of a 360 day year of twelve 30 day months). Interest on the Bonds shall be payable in
each year on the dates, and commencing on the date, set forth in the Pricing Certificate.
SECTION 3: Delegation of Authority to Pricing Officer.
(a) The President of the Board of Directors of the Corporation or the City Manager of
the City of Allen, Texas (the "City") or the Executive Director of the Corporation, as an ex -officio
member of the Board of Directors (each a "Pricing Officer") are each hereby authorized to act
on behalf of the Corporation in selling and delivering the Bonds, and carrying out the other
procedures specified in this Resolution, including determining the aggregate original principal
amount of the Bonds, the date of the Bonds, any additional or different designation or title by
which the Bonds shall be known, the price at which the Bonds will be sold, the manner of sale
(negotiated, privately placed or competitively bid), the years in which the Bonds will mature, the
principal amount to mature in each of such years, the rate of interest to be borne by each such
maturity, the interest payment dates, the record date, the price and terms upon and at which the
Bonds shall be subject to redemption prior to maturity at the option of the Corporation, as well
as any mandatory sinking fund redemption provisions, the designation of a paying
agent/registrar for the Bonds, the terms of any bond insurance applicable to the Bonds, and all
other matters relating to the issuance, sale and delivery of the Bonds, all of which shall be
specified in the Pricing Certificate, provided that:
(1) the aggregate original principal amount of the Bonds shall not
exceed $6,500,000;
(2) the true interest cost rate for the Bonds shall not exceed 3.00%;
and
(3) the maximum maturity date for the Bonds shall not exceed
September 1, 2021.
The execution of the Pricing Certificate shall evidence the sale date of the Bonds by the
Corporation to the Purchaser (hereinafter defined).
(b) The delegation made hereby shall expire if not exercised by a Pricing Officer
within 180 days from the date of adoption hereof.
SECTION 4: Terms of Payment - Paving Agent/Registrar. The principal of, and the
interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be
payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders")
appearing on the registration and transfer books maintained by the Paying Agent/Registrar and
the payment thereof shall be in any coin or currency of the United States of America, which at
222869202/1161211]
the time of payment is legal tender for the payment of public and private debts, and shall be
without exchange or collection charges to the Holders.
The selection and appointment of the Paying Agent/Registrar for the Bonds shall be as
provided in the Pricing Certificate. Books and records relating to the registration, payment,
exchange and transfer of the Bonds (the 'Security Register") shall at all times be kept and
maintained on behalf of the Corporation by the Paying Agent/Registrar, all as provided herein, in
accordance with the terms and provisions of a 'Paying Agent/Registrar Agreement",
substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations
as the Paying Agent/Registrar and the Corporation may prescribe. The Pricing Officer is hereby
authorized to execute and deliver such Agreement in connection with the delivery of the Bonds.
The Corporation covenants to maintain and provide a Paying AgenURegistrar at all times until
the Bonds are paid in full and discharged. Any successor Paying AgenURegistrar shall be a
bank, trust company, financial institution or other entity qualified and authorized to serve in such
capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in
the Paying Agent/Registrar for the Bonds, the Corporation agrees to promptly cause a written
notice to be sent to the Holder affected by United States Mail, first class postage prepaid, which
notice shall identify and give the address of the new Paying AgenURegistrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon their earlier redemption, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its designated offices as provided in the Pricing Certificate (the
"Designated Payment/Transfer Office'). Interest on the Bonds shall be paid to the Holders
whose name appear in the Security Register at the close of business on the Record Date (which
shall be set forth in the Pricing Certificate) and shall be paid by the Paying AgenURegistrar (i) by
check sent United States Mail, first class postage prepaid, to the address of the Holder recorded
in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the Holder. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when
banking institutions in the city where the Designated Paymentlfransfer Office of the Paying
Agent/Registrar is located is authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
In the event of a non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
for such maturity or maturities (a 'Special Record Date") will be established by the Paying
AgenURegistrar, if and when funds for the payment of such interest have been received from
the Corporation. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each Holder of such maturity or maturities appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying AgenURegistrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of
this Resolution. Any Bond may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Bonds of other authorized denominations upon the Security
222869202n 1612117
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond
to the Designated Payment/Transfer Office of the Paying AgenURegistrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying AgenURegistrar.
Upon surrender for transfer of a Bond at the Designated Payment/Transfer Office of the
Paying AgenURegistrar, one or more new certificates evidencing the Bonds, in authorized
denominations, of like Stated Maturity and of a like aggregate principal amount as the Bond or
Bonds surrender for transfer shall be registered and issued to the assignee or transferee of the
previous Holders.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of
like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the
Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying
AgenURegistrar. Whenever any Bonds are surrendered for exchange, the Paying
AgenURegistrar shall register and deliver new printed certificates evidencing the Bonds,
executed on behalf of, and furnished by, the Corporation, to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Payment/Transfer Office of the Paying AgenURegistrar, or sent by United States
Mail, first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be
valid obligations of the Corporation, evidencing the same obligation to pay, and entitled to the
same benefits under this Resolution, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying AgenURegistrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term 'Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 26 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the Corporation nor the Paying AgenURegistrar shall be required to transfer or
exchange any Bond called for redemption, in whole or in part, within forty-five (45) days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond
called for redemption in part.
SECTION 6: Book -Entry Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3 and 5 hereof and in the Pricing Certificate relating to the
payment, and transfer/exchange of the Bonds, the Corporation hereby approves and authorizes
the use of "Book -Entry Only" securities clearance, settlement and transfer system provided by
22286920 211161211] 4
The Depository Trust Company (DTC), a limited purpose trust company organized under the
laws of the State of New York, in accordance with the operational arrangements referenced in
the Blanket Issuer Letter of Representations by and between the Corporation and DTC (the
"Depository Agreement').
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants")
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each
Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book -entry clearance and settlement of securities
transactions in general or the Corporation determines that DTC is incapable of properly
discharging its duties as securities depository for the Bonds, the Corporation covenants and
agrees with the Holders of the Bonds to cause Bonds to be printed in definitive form and provide
for the Bond certificates to be issued and delivered to DTC Participants and Beneficial Owners,
as the case may be. Thereafter, the Bonds in definitive form shall be assigned, transferred and
exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of
such Bonds shall be made in accordance with the provisions of Sections 3 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds shall be executed on behalf of the
Corporation by its President of the Board of Directors of the Corporation under its seal
reproduced or impressed thereon and attested by the Secretary of the Board of Directors of the
Corporation. The signature of said officers on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the Corporation on the date of adoption of this Resolution shall be deemed to be duly executed
on behalf of the Corporation, notwithstanding that such individuals or either of them shall cease
to hold such offices at the time of delivery of the Bonds to the initial purchasers and with respect
to Bonds delivered in subsequent exchanges and transfers
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of
Public Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the total principal amount and with principal installments to
become due and payable as provided in the Pricing Certificate and numbered T-1, or (ii) as
multiple fully registered bonds registered to the initial purchasers in principal amounts and
denominations in accordance with the Pricing Certificate and to be numbered consecutively
from T 1 and upward (hereinafter called the 'Initial Bond(s)") and, in either case, the Initial
Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The
Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of
Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts
of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the
222869MW1612117
Initial Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written
instructions from the initial purchaser(s), or the designee thereof, and such other information
and documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9: Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas (to appear on the Initial Bond(s) only), the Registration
Certificate of Paying Agent/Registrar (to appear on definitive Bonds only), and the form of
Assignment to appear on each of the Bonds, shall be substantially in the forms set forth in this
Section as such forms may be modified in the Pricing Certificate with such appropriate
insertions, omissions, substitutions, and other variations as are permitted or required by this
Resolution and with the Bonds to be completed with the information set forth in the Pricing
Certificate, and may have such letters, numbers, or other marks of identification (including
identifying numbers and letters of the Committee on Uniform Securities Identification
Procedures of the American Bankers Association) and such legends and endorsements
(including insurance legends on insured Bonds and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the Board of Directors of the
Corporation or determined by a Pricing Officer. The Pricing Certificate shall set forth the final
and controlling terms of the Bonds. Any portion of the text of any Bonds may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Bond.
The Bonds, including the Initial Bond(s), shall be typewritten, printed, lithographed, or
engraved or produced in any other similar manner, all as determined by the officers executing
such Bonds as evidenced by their execution thereof.
(b) Form of Bond.
REGISTERED REGISTERED
NO $
UNITED STATES OF AMERICA
STATE OF TEXAS
ALLEN ECONOMIC DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND, TAXABLE SERIES 20178
Bond Date: Interest Rate: Stated Maturity: CUSIP NO:
,2017 %
Registered Owner:
Principal Amount:
The Allen Economic Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit industrial development corporation organized and existing under the
laws of the State of Texas, including the Development Corporation Act, V.T.C.A, Loral
Government Code, Title 12, Subtitle Cl, as amended (the "Act") (formerly known as the
22286920.2111612117
Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Article 5190.6), specifically
Chapters 501 and 504 of the Local Government Code, with its principal office located in Collin
County, Texas, for value received, hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, solely from the revenues and sources pledged under
the Resolution identified below, the Principal Amount stated above (or so much thereof as shall
not have been paid upon prior redemption) on the Stated Maturity date specified above and to
pay interest (computed on the basis of a 360 -day year of twelve 30 -day months) on the unpaid
Principal Amount hereof from the interest payment date next preceding the "Registration Date"
of this Bond appearing below (unless this Bond bears a "Registration Date" as of an interest
payment date, in which case it shall bear interest from such date, or unless the "Registration
Date" of this Bond is prior to the initial interest payment date in which case it shall bear interest
from the ) at the per annum rate of interest specified above; such interest
being payable on and of each year, commencing
, until maturity or prior redemption. Principal of this Bond is payable at its
Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender,
at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the
registration certificate appearing hereon, or its successor; provided, however, while this Bond is
registered to Cede & Co., the payment of principal upon a partial redemption of the principal
amount hereof may be accomplished without presentation and surrender of this Bond. Interest
is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined
in the resolution hereinafter referenced) whose name appears on the "Security Register'
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the day of the month next preceding each interest payment date and
interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class
postage prepaid, to the address of the registered owner recorded in the Security Register or by
such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the registered owner. If the date for the payment of the principal of or interest on
the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in
the city where the Designated Payment(Transfer Office of the Paying Agent/Registrar is located
is authorized by law or executive order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking
institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due. All payments of principal of, premium, if
any, and interest on this Bond shall be without exchange or collection charges to the owner
hereof and in any coin or currency of the United States of America which at the time of payment
is legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ (herein referred to as the "Bonds") to provide funds to finance the
costs of the purchase of land for the promotion and development of new and expanded
business enterprises, to wit. expansion or development of regional or national corporate
headquarters facilities and any other projects authorized by Section 501.101 of the Local
Government Code which will create or retain primary jobs (collectively, the "Projects") and to
pay costs of issuance, in conformity with the Constitution and laws of the State of Texas,
including the Act, the Texas Nonprofit Corporation Act, and Chapter 22, Texas Business
Organizational Code, and pursuant to a Resolution adopted by the governing body of the
Corporation (herein referred to as the "Resolution").
The Bonds maturing on and (the 'Term
Bonds"), are subject to mandatory redemption at a price of par plus accrued interest to the date
of redemption, as follows:
22266920 2/11612117
Term Bonds due Term Bonds due
Redemption Dale Principal Amount Redemption Date Principal Amount
$ ,000 $ ,000
,000 ,000
,000 000
,000 (maturity) ,000
(maturity) ,000
The particular Term Bonds to be redeemed on each redemption date shall be chosen by
lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Bonds
for a Stated Maturity required to be redeemed pursuant to the operation of such mandatory
redemption provisions may be reduced, at the option of the Corporation, by the principal amount
of Term Bonds of like maturity which, at least 50 days prior to a mandatory redemption date, (1)
shall have been acquired by the Corporation at a price not exceeding the principal amount of
such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the
Paying AgenURegistrar for cancellation or (2) shall have been redeemed pursuant to the
optional redemption provisions appearing below and not theretofore credited against a
mandatory redemption requirement.
The Bonds maturing on and after may be redeemed prior to
their Stated Maturities, at the option of the Corporation, in whole or in part in principal amounts
of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on or on any date thereafter at the
redemption price of par plus accrued interest thereon to the redemption date.
At least thirty days prior to the date fixed for any redemption of Bonds, the Corporation
shall cause a written notice of such redemption to be sent by United States Mail, first class
postage prepaid, to the registered owners of each Bond to be redeemed at the address shown
on the Security Register and subject to the terms and provisions relating thereto contained in
the Resolution. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and, if
moneys for the payment of the redemption price and the interest accrued on the principal
amount to be redeemed to the date of redemption are held for the purpose of such payment by
the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the
redemption date on the principal amount hereof redeemed.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying AgenURegistrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the
Resolution for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is called for redemption, in whole or in part, the
Corporation and the Paying Agent/Registrar shall not be required to transfer such Bond to an
assignee of the Holder within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the Holder of the
unredeemed balance of a Bond redeemed in part.
zzzasszo.zmsiznr
With respect to any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by the Resolution have been met and moneys sufficient to pay the
redemption price of the Bonds to be redeemed shall have been received by the Paying
Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said
redemption is conditional upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any
prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption and sufficient moneys are not received, such notice
shall be of no force and effect, the Corporation shall not redeem such Bonds and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed.
The Bonds, together with the Series 2017A Bonds, are payable solely from and equally
and ratably secured by a pledge of the 'Pledged Revenues" (as defined in the Resolution)
received by the Corporation, including the "Gross Sales Tax Revenues" (as defined in the
Resolution) levied for the benefit of the Corporation pursuant to the Act. and an election held in
the City. The Bonds do not constitute a legal or equitable, pledge, charge, lien or encumbrance
upon any property of the Corporation or the City of Allen, Texas (the "City") except with respect
to the 'Pledged Revenues". This Bond may not be paid in whole or in part from any property
taxes raised or to be raised by the City and is not a debt of and does not give rise to a claim for
payment against the City, except as to the sales and use tax revenues held by the City and
required under the Act to be paid over to the Corporation. Neither the State of Texas, the City
or any political corporation, subdivision or agency of the State of Texas shall be obligated to pay
this Bond or the interest hereon and neither the faith and credit nor the taxing power of the
State, the City or any other political corporation, subdivision or agency thereof is pledged to the
payment of the principal of and interest on this Bond except as noted above.
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in whole or in part, from the
"Pledged Revenues" and equally and ratably secured in like manner and effect as the Bonds
and the Series 2017A Bonds.
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agenf/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the payment of the Bonds; the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations; the terms and
conditions relating to the payment, transfer or exchange of this Bond; the conditions upon which
the Resolution may be amended or supplemented with or without the consent of the Holders;
the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms
and provisions upon which the encumbrances, pledges, charges and covenants made therein
may be discharged; and for the other terms and provisions contained therein. Capitalized terms
used herein have the same meanings assigned in the Resolution.
This Bond, subject to certain limitations contained in the Resolution, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
22266920 2/11612117
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date
as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in
whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the
Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to
the contrary. In the event of non-payment of interest on a scheduled payment date and for
thirty (30) days thereafter, a new record dale for such interest payment (a 'Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the Corporation. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legally existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act; that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid special obligations of the Corporation have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by law; and that due provision has been made for the payment of the
principal of and interest on the Bonds from the sources and in the manner provided in the
Resolution. In case any provision in this Bond or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Resolution shall be construed in accordance with and shall be governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed under the official seal of the Corporation.
ALLEN ECONOMIC DEVELOPMENT
CORPORATION
Board of Directors
ATTEST:
Secretary, Board of Directors
(SEAL)
22286920 2111612117 10
(c) Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
OF PUBLIC ACCOUNTS j REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
(SEAL)
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(d) Form of Certificate of Paving Agent/Registrar to Appear on definitive Bonds.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within -mentioned Resolution and duly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in is
the "Designated Payment/Transfer Office" for this Bond.
Registration date:
as Paying Agent/Registrar
By
Authorized Signature
22286920.2/11612117 11
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature guaranteed:
REGISTERED
NO. T-1
Bond Date:
,2017
Registered Owner:
Principal Amount:
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within Bond in
every particular.
UNITED STATES OF AMERICA
STATE OF TEXAS
ALLEN ECONOMIC DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND, SERIES 2017B
REGISTERED
The Allen Economic Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit industrial development corporation organized and existing under the
laws of the State of Texas, including the Development Corporation Act, V.T.C.A, Local
Government Code, Title 12, Subtitle C1, as amended (the "Act") (formerly known as the
Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Article 5190.6), specifically
Chapters 501 and 504 of the Local Government Code, with its principal office located in Collin
County, Texas, for value received, hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, solely from the revenues and sources pledged under
the Resolution identified below, the Principal Amount hereinabove stated on in
each of the years and in principal amounts and bearing interest at per annum rates in
accordance with the following schedule:
22286920.2/11612117 12
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Information to be inserted from the Pricing Certificate)
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest
(computed on the basis of a 360 -day year of twelve 30 -day months) on the unpaid Principal
Amount hereof from the at the per annum rate of interest specified above; such
interest being payable on and of each year,
commencing . Principal installments of this Bond are payable at its Stated
Maturity or on a prepayment date to the registered owner hereof by
(the "Paying Agent/Registrar"), upon its presentation and
surrender, at its designated office in (the "Designated Payment/Transfer
Office"). Interest is payable to the registered owner of this Bond (or one or more Predecessor
Bonds, as defined in the resolution hereinafter referenced) whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at the close of business on the
"Record Date", which is the day of the month next preceding each interest
payment date and interest shall be paid by the Paying Agent/Registrar by check sent United
States Mail, first class postage prepaid, to the address of the registered owner recorded in the
Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the registered owner. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when
banking institutions in the city where the Designated Payment/Transfer Office of the Paying
AgentlRegistrar is located is authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private
debts.
SECTION 10: Definitions. For all purposes of this Resolution and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided:
"Act" - The Development Corporation Act, Texas Local Government
Code, Title 12, Subtitle C1, as amended (the "Act") (formerly known as the
Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Article 5190.6),
specifically Chapters 501 and 504 of the Local Government Code.
"Additional Obligations" - Bonds, notes or other evidences of
indebtedness which the Corporation reserves the right to issue or enter into, as
the case may be, in the future in accordance with the terms and conditions
provided in Section 18 hereof and which, together with the Bonds and the Series
2017A Bonds, are equally and ratably secured by a parity pledge of and claim on
the Pledged Revenues under the terms of this Resolution and any Supplemental
Resolution.
22286920 2M 1612117 13
"Average Annual Debt Service" -That amount which, at the time of
computation, is derived by dividing the total amount of Debt Service to be paid
over a period of years as the same is scheduled to become due and payable by
the number of years taken into account in determining the total Debt Service.
Capitalized interest payments provided from proceeds of borrowings of the
Corporation shall be excluded in making the aforementioned computation.
"Board" - The Board of Directors of the Corporation.
"Bonds"—The "Allen Economic Development Corporation Sales Tax
Revenue Bonds, Taxable Series 2017B" authorized by this Resolution.
"City" - The City of Allen, Texas.
"Corporation" - The Allen Economic Development Corporation, a
non-profit industrial development corporation organized and existing under and
pursuant to the laws of the State of Texas, including the Act and on behalf of the
City of Allen, Texas.
"Debt Service" - As of any particular date of computation, with respect to
any obligations and with respect to any period, the aggregate of the amounts to
be paid or set aside by the Corporation as of such date or in such period for the
payment of the principal of, premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case of obligations without a
fixed numerical rate, that such obligations bear, or would have borne, interest at
the maximum legal per annum rate applicable to such obligations, and further
assuming in the case of obligations required to be redeemed or prepaid as to
principal prior to maturity, the principal amounts thereof will be redeemed prior to
maturity in accordance with the mandatory redemption provisions applicable
thereto.
"Depository" - A commercial bank or other qualified financial institution
eligible and qualified to serve as the custodian of the Corporation's monetary
accounts and funds.
"Fiscal Year'- The twelve month financial accounting period used by the
Corporation ending September 30 in each year, or such other twelve consecutive
month period established by the Corporation.
"Government Obligations" - Unless otherwise provided in the Pricing
Certificate, (i) direct noncallable obligations of the United States of America,
including obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an
agency or instrumentality of the United States, including obligations
unconditionally guaranteed or insured by the agency or instrumentality and on
the date of their acquisition or purchase by the Corporation are rated as to
investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent, (iii) noncallable obligations of a state or an agency or a
county, municipality, or other political subdivision of a state that have been
refunded and on the date of their acquisition or purchase by the Corporation, are
rated as to investment quality by a nationally recognized investment rating firm
22286920 2111 61211] 14
not less than AAA or its equivalent, and (iv) any other then authorized securities
or obligations under applicable State law that may be used to defease obligations
such as the Bonds.
"Gross Sales Tax Revenues" - All of the revenues or receipts due or
owing to, or collected or received by or on behalf of the Corporation by the City or
otherwise pursuant to the Act and the election held January 18, 1992, less any
amounts due and owed to the Comptroller of Public Accounts of the State of
Texas as charges for the collection of the Sales Tax or retention by said
Comptroller for refunds and to redeem dishonored checks and drafts, to the
extent such charges and retention are authorized or required by law.
"Outstanding" - When used in this Resolution with respect to Bonds or
Parity Obligations, as the case may be, means, as of the date of determination,
all Bonds and Parity Obligations theretofore sold, issued and delivered by the
Corporation, except:
(1) those Bonds or Parity Obligations canceled or delivered to the
transfer agent or registrar for cancellation in connection with the exchange or
transfer of such obligations;
(2) those Bonds or Parity Obligations paid or deemed to be paid in
accordance with the provisions of Section 24 hereof or similar provisions of any
Supplemental Resolution authorizing the issuance of Additional Obligations.
(3) those Bonds or Parity Obligations that have been mutilated,
destroyed, lost, or stolen and replacement obligations have been registered and
delivered in lieu thereof in accordance with the provisions of Section 26 hereof.
"Parity Obligations" - Collectively, the Bonds, the Series 2017A Bonds
and Additional Obligations.
"Pledged Revenues" - Collectively (i) Gross Sales Tax Revenues from
time to time deposited or owing to the Pledged Revenue Fund and (ii) such other
money, income, revenue, receipts or other property as may be specifically
dedicated, pledged or otherwise encumbered in a Supplemental Resolution for
the payment and security of Parity Obligations.
"Required Reserve" - The amount required to be accumulated and
maintained in the Reserve Fund under the provisions of Section 14 hereof.
"Sales Tax" - The local sales and use tax authorized under Section 4A of
the Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Article
5190 6 (now codified as the Development Corporation Act as described above),
approved at an election held on January 18, 1992, and the effective date for the
imposition and application of such Sales Tax within the corporate limits of the
City by the Comptroller of Public Accounts of the Stale of Texas being July 1,
1992, together with any increases in the rate of such Sales Tax authorized and
provided by law.
22286920 2111612117 15
'Series 2017A Bonds' — The "Allen Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2017A" authorized for issuance
concurrently with the Bonds.
"Qualified Short Term Obligations" — Parity Obligations with a final
maturity of five years or less subject to the following coverage test: Gross Sales
Tax Revenues received by the Corporation for either (i) the last completed Fiscal
Year next preceding the adoption of the Supplemental Resolution authorizing the
issuance of the proposed Qualified Short Term Obligations or (ii) any twelve (12)
consecutive months out of the previous fifteen (15) months next preceding the
adoption of the Supplemental Resolution authorizing the Quallfied Short Tenn
Obligations were equal to not less than 2.25 times the maximum annual Debt
Service for all Parity Obligations then Outstanding after giving effect to the
issuance of the Qualified Short Term Obligations then being issued.
"Supplemental Resolution" - Any resolution of the Board supplementing
this Resolution for the purpose of authorizing and providing the terms and
provisions of the Bonds or Additional Obligations, or supplementing or amending
this Resolution for any other authorized purpose permitted in Section 18 or 25
hereof, including resolutions authorizing the issuance of Additional Obligations or
pledging and encumbering income, revenues, receipts or property other than the
Gross Sales Tax Revenues to the payment and security of the Parity Obligations.
SECTION 11: Pledge. The Corporation hereby covenants and agrees that the Pledged
Revenues, with the exception of those in excess of the amounts required for the payment and
security of the Parity Obligations, are hereby irrevocably pledged to the payment and security of
the Bonds, the Series 2017A Bonds and Additional Obligations, if issued, including the
establishment and maintenance of the special funds created and established in this Resolution
and any Supplemental Resolution, all as hereinafter provided. The Corporation hereby resolves
the Parity Obligations shall constitute a lien on the Pledged Revenues in accordance with the
terms of this Resolution and any Supplemental Resolution, which lien shall be valid and binding
and fully perfected from and after the date of adoption of this Resolution without physical
delivery or transfer of control of the Pledged Revenues, the filing of this Resolution or any other
act; all as provided in Chapter 1208 of the Texas Government Code.
Section 1208, Government Code, applies to the issuance of the Bonds and the pledge of
the Pledged Revenues granted by the Corporation under this Section 11, and such pledge is
therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds
are Outstanding such that the pledge of the Pledged Revenues granted by the Corporation
under this Section 11 is to be subject to the filing requirements of Chapter 9, Business &
Commerce Code, then in order to preserve to -the registered owners of the Bonds the perfection
of the security interest in said pledge, the Corporation agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security
interest in said pledge to occur.
SECTION 12: Pledged Revenue Fund. The Corporation hereby covenants and agrees
to establish and maintain a fund or account at a Depository for the deposit of the Pledged
Revenues as received by the Corporation, which fund or account shall continue to be known on
the books and records of the Corporation as the 'Pledged Revenue Fund". All Pledged
Revenues deposited to the credit of such Fund shall continue to be accounted for separate and
22286920 V11612117 16
apart from all other revenues, receipts and income of the Corporation and, with respect to the
Gross Sales Tax Revenues, the Corporation shall further account for such funds separate and
apart from the other Pledged Revenues deposited to the credit of the Pledged Revenue Fund.
All Pledged Revenues deposited to the credit of the Pledged Revenue Fund shall be
appropriated and expended to the extent required by this Resolution and any Supplemental
Resolution for the following uses and in the order of priority shown:
First: To the payment of the amounts required to be deposited in the
Bond Fund for the payment of Debt Service on the Parity Obligations as the
same becomes due and payable;
Second: To the payment of the amounts required to be deposited in the
Reserve Fund to establish and maintain the Required Reserve in accordance
with the provisions of this Resolution and any Supplemental Resolution, if any;
Third: To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Parity Obligations; and
Fourth: To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a lien on
the Pledged Revenues subordinate to the lien created herein on behalf of the
Parity Obligations.
Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may
be appropriated and used for any other lawful purpose now or hereafter permitted by law.
SECTION 13: Bond Fund. For the purpose of providing funds to pay the principal of and
interest on Parity Obligations, the Corporation covenants and agrees to maintain a separate and
special account or fund on the books and records of the Corporation known as the "Allen
Economic Development Corporation Debt Service Account" (the "Bond Fund"), and all monies
deposited to the credit of the Bond Fund shall continue to be held in a special banking fund or
account maintained at a Depository of the Corporation. In addition to the amounts required to be
deposited to the credit of the Bond Fund for the payment of the Series 2017A Bonds, the
Corporation covenants that there shall be deposited into the Bond Fund prior to each principal
and interest payment date from the Pledged Revenues an amount equal to one hundred per
centum (100%) of the interest on and the principal of the Bonds then falling due and payable,
and such deposits to pay principal and accrued interest on the Bonds shall be made in
substantially equal monthly installments on or before the 10th day of each month, beginning on
or before the 10th day of the month next following the delivery of the Bonds to the initial
purchasers.
The required deposits to the Bond Fund for the payment of principal of and interest on
the Bonds shall continue to be made as hereinabove provided until (i) the total amount on
deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and
discharge all Parity Obligations (principal and interest) then Outstanding or (ii) the Bonds are no
longer Outstanding.
22286920 2/11612117 17
SECTION 14: Reserve Fund. (a) The Corporation covenants and agrees to maintain
on the books and records of the Corporation a separate and special fund or account known as
the "Reserve Account" (the "Reserve Fund"), which fund or account is and shall continue to be
a special banking fund maintained at a Depository. All Pledged Revenues deposited to the
credit of such fund or account shall be used solely for the payment of the principal of and
interest on the Parity Obligations when (whether at maturity, upon a redemption date or any
interest payment date) other funds available for such purposes are insufficient, and, in addition,
may be used to the extent not required to maintain the "Required Reserve", to pay, or provide
for the payment of, the final principal amount of a series of Parity Obligations so that such series
of Partly Obligations is no longer deemed to be "Outstanding" as such term is defined herein.
The total amount required to be deposited to the credit of the Reserve Fund by reason of
the issuance of the Bonds (the "Required Reserve"), which amount is equal to the lesser of (i)
the maximum annual Debt Service (calculated on a Fiscal Year basis) for all Parity Obligations
currently Outstanding (after giving effect to the issuance of the Bonds) and (ii) the maximum
amount that can be invested without restriction as to yield in a reasonably required reserve fund
pursuant to Subsection (d) of Section 148 of the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder, as determined on the date the Bonds are to be
delivered to the initial purchasers, will be determined when the Bonds are sold and will be stated
in the Pricing Certificate; provided, however, the Corporation may recalculate and adjust the
Required Reserve at the end of each Fiscal Year or upon the defeasance, redemption or
maturity of any Parity Obligations. The Required Reserve shall be established and maintained
(i) with Gross Revenues, (ii) with the proceeds of sale of Parity Obligations or (iii) by depositing
to the Reserve Fund one or more surety bonds issued by a company or institution having a
rating in the highest two rating categories (i.e., "AA-" or equivalent or higher) by at least one
nationally recognized rating agency or services, or any combination thereof.
By reason of the issuance of the Bonds, the total amount required to be accumulated
and maintained in said Fund shall be determined by the Pricing Officer and specified in the
Pricing Certificate (the "Required Reserve") and the Pricing Officer shall determine and provide
in the Pricing Certificate in the manner in which Required Reserve will be initially funded. The
Pricing Officer is hereby authorized to executed any document or agreement in connection with
funding the Required Reserve.
As and when Additional Obligations are delivered or incurred, the Required Reserve
shall be increased, if required, to an amount equal to the lesser of either (i) the maximum annual
Debt Service (calculated on a Fiscal Year basis) for all Parity Obligations then Outstanding
(after giving effect to the issuance of the Additional Obligations), as determined on the date
each series of Additional Obligations are delivered or incurred, as the case may be, or (ii) the
maximum amount that can be invested without restriction as to yield in a reasonably required
reserve fund pursuant to Subsection (d) of Section 148 of the Internal Revenue Code of 1986,
as amended, and regulations promulgated thereunder. Any additional amount required to be
maintained in the Reserve Fund shall be accumulated (i) by depositing to the credit of the
Reserve Fund (immediately after the delivery of the then proposed Additional Obligations) cash
or an additional surety bond or revised surety bond with surety bond coverage in an amount
sufficient to provide for the new Required Reserve to be fully or partially funded or (ii) at the
option of the Corporation, by making monthly deposits from funds in the Pledged Revenue
Fund, on or before the 10th day of each month following the month of delivery of the then
proposed Additional Obligations, of not less than 1/36th of the additional amount to be
maintained in said Fund by reason of the issuance of the Additional Obligations then being
issued (or 1/36th of the balance of the additional amount not deposited immediately in cash or
22286920.2111612117 18
provided by a surety bond). To the extent of multiple surety bonds or other credit agreements
funding the Required Reserve, any draws on such surety bonds or other credit agreements on
which there is available coverage shall be made on a pro rata basis (calculated by reference to
coverage then available under each such surety bond or credit agreement).
While the cash and investments and/or surety coverage in the Reserve Fund total not
less than the Required Reserve, no deposits need be made to the credit of the Reserve Fund.
Should the Reserve Fund at any time contain less than the Required Reserve (or so much
thereof as shall then be required to be contained therein if Additional Obligations have been
issued and the Corporation has elected to accumulate all or portion of the Required Reserve
with Pledged Revenues or should the Corporate be obligated to repay or reimburse an issuer of
a surety bond to replenish and restore the full amount of surety bond coverage provided by a
surety bond held for the account of the Reserve Fund), the Corporation covenants and agrees
to cause monthly deposits to be made to the Reserve Fund on or before the 10th day of each
month (beginning the month next following the month the deficiency in the Required Reserve
occurred by reason of a draw on the Reserve Fund or as a result of a reduction in the market
value of investments held for the account of the Reserve Fund) from Pledged Revenues in an
amount equal to 1/36th of the Required Reserve until (i) the total Required Reserve then
required to be maintained in said Fund has been fully restored or (ii) the amounts required to be
reimbursed and repaid to the issuer of the surety bond in the event of a draw upon a surety
bond. The Corporation further covenants and agrees that the Pledged Revenues shall be
applied and appropriated and used to establish and maintain the Required Reserve and to cure
any deficiency in such amounts as required by the terms of this Resolution and any
Supplemental Resolution.
During such time as the Reserve Fund contains the total Required Reserve, the
Corporation may, at its option, withdraw any amount in the Reserve Fund in excess of the
Required Reserve and deposit such surplus in the Pledged Revenue Fund.
Notwithstanding the above and foregoing, the terms "Panty Obligations" and "Additional
Obligations' used in this Section shall not include Qualified Short Term Obligations. The
issuance of Qualified Short Term Obligations will not be included in the calculation of the
Required Reserve and will not necessitate a deposit to the Reserve Fund.
The Pricing Officer shall determine in the Pricing Certificate whether the Bonds are
Qualified Short Term Obligations.
SECTION 15: Deficiencies. If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund or Reserve Fund, such deficiency
shall be cured as soon as possible from the next available Pledged Revenues, or from any other
sources available for such purpose.
SECTION 16: Payment of Bonds. While any of the Bonds are Outstanding, the
designated financial officer of the Corporation shall cause to be transferred to the Paying
Agent/Registrar, from funds on deposit in the Bond Fund, and, if necessary, in the Reserve
Fund, amounts sufficient to fully pay and discharge promptly as each installment of interest and
principal of the Bonds accrues or matures; such transfer of funds to be made in such manner as
will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Bonds at the close of the business day next preceding the date of payment for the Bonds.
22286920.2/1161211] 19
SECTION 17: Investments - Security of Funds. Money in any Fund required to be
maintained pursuant to this Resolution may, at the option of the Corporation, be invested in
obligations and in the manner prescribed by the Public Funds Investment Act (Texas
Government Code, Chapter 2256), including investments held in book -entry fom; provided that
all such deposits and investments shall be made in such a manner that the money required to
be expended from any Fund will be available at the proper time or times and provided further
the maximum stated maturity for any investment acquired with money deposited to the credit of
the Reserve Fund shall be limited to five (5) years from the date of the investment of such
money. Such investments shall be valued in terms of current market value within 45 days of the
close of each Fiscal Year and, with respect to investments held for the account of the Reserve
Fund, within 45 days of the date of passage of each authorizing document of the Board
pertaining to the issuance of Additional Obligations. All interest and income derived from
deposits and investments in the Bond Fund immediately shall be credited to, and any losses
debited to, the appropriate account of the Bond Fund. All interest and income derived from
deposits in and investments of the Reserve Fund shall, subject to the limitations provided in
Section 14 hereof, be credited to and deposited in the Pledged Revenue Fund. All such
investments shall be sold promptly when necessary to prevent any default in connection with
the Parity Obligations.
Money deposited to the credit of the Pledged Revenue Fund, Bond Fund and Reserve
Fund, to the extent not invested and not otherwise insured by the Federal Deposit Insurance
Corporation or similar agency, shall be secured by a pledge of direct obligations of the United
States of America, or obligations unconditionally guaranteed by the United States of America.
SECTION 18: Issuance of Additional Parity Obligations. Subject to the provisions
hereinafter appearing as to conditions precedent which must be satisfied, the Corporation
reserves the right to issue, from time to time as needed, Additional Obligations for any lawful
purpose. Such Additional Obligations may be issued in such form and manner as the
Corporation shall determine, provided, however, prior to issuing or incurring such Additional
Obligations, the following conditions precedent for the authorization and issuance of the same
are satisfied, to wit:
(1) The Treasurer of the Corporation (or other officer of the
Corporation then having the primary responsibility for the financial affairs of the
Corporation) shall have executed a certificate stating that, to the best of his or
her knowledge and belief, the Corporation is not then in default as to any
covenant, obligation or agreement contained in the Resolution or a Supplemental
Resolution.
(2) The Corporation has secured from a certified public accountant a
certificate or opinion to the effect that, according to the books and records of the
Corporation, the Gross Sales Tax Revenues received by the Corporation for
either (i) the last completed Fiscal Year next preceding the adoption of the
Supplemental Resolution authorizing the issuance of the proposed Additional
Obligations or (ii) any twelve (12) consecutive months out of the previous fifteen
(15) months next preceding the adoption of the Supplemental Resolution
authorizing the Additional Obligations were equal to not less than 1.50 times the
Average Annual Debt Service for all Parity Obligations then Outstanding after
giving effect to the issuance of the Additional Obligations then being issued.
Additionally, for the purpose of providing this certificate or opinion, if the
Corporation shall not have received Gross Sales Tax Revenues for a full 12
22286920 D11612117 20
month period, one-half of the amount of sales tax revenues actually received by
the City under Chapter 321, Texas Tax Code, may be used for the months during
which the Corporation did not receive Gross Sales Tax Revenues.
(3) The Required Reserve to be accumulated and maintained in the
Reserve Fund is increased to the extent required by Section 14.
SECTION 19: Refunding Bonds. The Corporation reserves the right to issue refunding
bonds to refund all or any part of the Parity Obligations (pursuant to any law then available)
upon such terms and conditions as the Board may deem to be in the best interest of the
Corporation, and if less than all such Parity Obligations then Outstanding are refunded, the
conditions precedent prescribed (for the issuance of Additional Obligations) set forth in
Section 18 hereof shall be satisfied, and shall give effect to the refunding.
SECTION 20: Right to Create Subordinate Debt. Except as may be limited by a
Supplemental Resolution, the Corporation shall have the right to issue or create any debt
payable from or secured by a lien on all or any part of the Pledged Revenues for any lawful
purpose without complying with the provisions of Section 18 or 19 hereof, provided the pledge
and the lien securing such debt is subordinate to the pledge and lien established, made and
created in Section 11 of this Resolution with respect to the Pledged Revenues to the payment
and security of the Parity Obligations.
SECTION 21: Confirmation and Levy of Sales Tax.
(a) The Board hereby represents the City has duly complied with the provisions of
the Act for the levy of the Sales Tax at the rate voted at the election held by and within the City
on January 18, 1992, and such Sales Tax is to be imposed within the corporate limits of the City
and the receipts of such Sales Tax are to be remitted to the City by the Comptroller of Public
Accounts on a monthly basis.
(b) While any Bonds are Outstanding, the Corporation covenants, agrees and
warrants to take and pursue all action permissible to cause the Sales Tax, at said rate or at a
higher rate if legally permitted, to be levied and collected continuously, in the manner and to the
maximum extent permitted by law, and to cause no reduction, abatement or exemption in the
Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of this
Section to be ordered or permitted while any Bonds shall remain Outstanding.
(c) If hereafter authorized by law to apply, impose and levy the Sales Tax on any
taxable items or transactions that are not subject to the Sales Tax on the date of the adoption
hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts to cause
the City to take such action as may be required to subject such taxable items or transactions to
the Sales Tax.
(d) The Corporation agrees to take and pursue all action legally permissible to cause
the Sales Tax to be collected and remitted and deposited as herein required and as required by
the Act, at the earliest and most frequent times permitted by law.
(e) The Corporation agrees to use its best efforts to cause the City to comply with
the Act and shall rause the Gross Sales Tax Revenues to be deposited to the credit of the
Pledged Revenue Fund in their entirely immediately upon receipt by the City. In the alternative
and if legally authorized, the Corporation shall, by appropriate notice, direction, request or other
22286920.W11612117 21
legal method, use its good -faith efforts to cause the Comptroller of Public Accounts of the State
of Texas (the "Comptroller') to pay all Gross Sales Tax Revenues directly to the Corporation for
deposit to the Pledged Revenue Fund.
SECTION 22: Records and Accounts. The Corporation hereby covenants and agrees
that while any of the Bonds are Outstanding, it will keep and maintain complete records and
accounts in accordance with generally accepted accounting principles, and following the close
of each Fiscal Year, it will rause an audit of such books and accounts to be made by an
independent fine of certified public accountants. Each such audit, in addition to whatever other
matters may be thought proper by the accountant, shall particularly include the following:
(1) A statement in reasonable detail regarding the receipt and
disbursement of the Pledged Revenues for such Fiscal Year; and
(2) A balance sheet for the Corporation as of the end of such Fiscal
Year.
Such annual audit of the records and accounts of the Corporation shall be in the form of
a report (and may be reflected in the audit of the City) and be accompanied by an opinion of the
accountant to the effect that such examination was made in accordance with generally accepted
auditing standards and contain a statement to the effect that in the course of making the
examination necessary for the report and opinion, the accountant obtained no knowledge of any
default of the Corporation on the Bonds or in the fulfillment of any of the terms, covenants or
provisions of this Resolution, or under any other evidence of indebtedness, or of any event
which, with notice or lapse of time, or both, would constitute a failure of the Corporation to
comply with the provisions of this Resolution or if, in the opinion of the accountants, any such
failure to comply with a covenant or agreement hereof, a statement as to the nature and status
thereof shall be included.
Copies of each annual audit report shall be furnished upon written request, to any
Holders of any of said Bonds. The audits herein required shall be made within 180 days
following the close of each Fiscal Year insofar as is possible.
The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation during regular
business hours.
SECTION 23: Representations and Covenants as to Security for the Bonds.
(a) The Corporation represents and warrants that, except for Parity Obligations, the
Pledged Revenues are and will be and remain free and clear of any pledge, lien, charge or
encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien
created in or authorized by this Resolution except as expressly provided herein.
(b) The Bonds and the provisions of this Resolution are and will be the valid and
legally enforceable obligations of the Corporation in accordance with their terms and the terms
of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any laws
affecting creditors rights generally.
22286920Z11612117 22
(c) The Corporation shall at all times, to the extent permitted by law, defend,
preserve and protect the pledge of the Pledged Revenues and all the rights of the Holders
against all claims and demands of all persons whomsoever.
(d) The Corporation will take, and use its best efforts to cause the City to take, all
steps reasonably necessary and appropriate to collect all delinquencies in the collection of the
Sales Tax to the fullest extent permitted by the Act.
(e) The provisions, covenants, pledge and lien on and against the Pledged
Revenues, as herein set forth, are established and shall be for the equal benefit, protection and
security of the owners and holders of Parity Obligations without distinction as to priority and
rights under this Resolution.
(f) The Parity Obligations shall constitute special obligations of the Corporation,
payable solely from, and equally and ratably secured by a parity pledge of and lien on, the
Pledged Revenues, and not from any other revenues, properties or income of the Corporation.
The Bonds may not be paid in whole or in part from any property taxes raised or to be raised by
the City and shall not constitute debts or obligations of the State or of the City, and the Holders,
shall never have the right to demand payment out of any funds raised or to be raised by any
system of ad valorem taxation.
SECTION 24: Satisfaction of Obligation of Corporation. If the Corporation shall pay or
cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if
any, and interest on the Bonds, at the times and in the manner stipulated in this Resolution,
then the pledge of the Pledged Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) shall be deemed to have been paid within the meaning
and with the effect expressed above in this Section when (i) money sufficient to pay in full such
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (ii) Government Obligations shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money, together with any moneys deposited therewith, if any, to pay when due the
Bonds on the Stated Maturities thereof or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor accepted to the Paying Agent/Registrar have been
made) the redemption date thereof. The Corporation covenants that no deposit of moneys or
Government Obligations will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted
pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow
agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the Corporation or deposited as directed by the
Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment of
the principal of and interest on the Bonds and remaining unclaimed for a period of four (4) years
after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
22286920 211161211 ] 23
deposited and are held in trust to pay shall, upon the request of the Corporation, be remitted to
the Corporation against a written receipt therefor. Notwithstanding the above and foregoing,
any remittance of funds from the Paying Agent/Registrar to the Corporation shall be subject to
any applicable unclaimed property laws of the State of Texas.
SECTION 25: Resolution a Contract - Amendments. This Resolution, together with the
Pricing Certificate, shall constitute a contract with the Holders from time to time, be binding on
the Corporation, and shall not be amended or repealed by the Corporation while any Bond
remains Outstanding except as permitted in this Section and in Section 41 hereof and the
Pricing Certificate. The Corporation, may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Resolution in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the Corporation may, with the written consent from the owners
holding a majority in aggregate principal amount of the Parity Obligations then Outstanding
affected thereby, amend, add to, or rescind any of the provisions of this Resolution; provided
that, without the written consent of all Holders of Outstanding Bonds effected, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof,
the redemption price therefor, or the rate of interest thereon, or in any other way modify the
terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any
preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of
Bonds or Parity Obligations, as the case may be, required to be held for consent to any such
amendment, addition, or rescission.
SECTION 26: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
AgenURegistrar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
SECTION 27: Notices to Holders - Waiver. Wherever this Resolution provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for
22286920s11612117 24
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 28: Cancellation. All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the Corporation.
SECTION 29: Sale of Bonds — Official Statement. The Bonds authorized by this
Resolution are to be sold by the Corporation to the underwriter(s) (herein referred to as the
"Purchasers") in accordance with a bond purchase agreement (the 'Purchase Contract'), the
terms and provisions of which Purchase Contract are to be determined by a Pricing Officer, in
accordance with Section 3 hereof. With regard to such terms and provisions of said Purchase
Contract, a Pricing Officer is hereby authorized to come to an agreement with the Purchasers
on the following, among other matters:
(1) The details of the purchase and sale of the Bonds;
(2) The details of the public offering of the Bonds by the Purchasers;
(3) The details of an Official Statement (and, if appropriate, any
Preliminary Official Statement) relating to the Bonds and the Corporation's Rule
15c2-12 undertaking;
(4) A security deposit for the Bonds;
(5) The representations and warranties of the Corporation to the
Purchasers;
(6) The details of the delivery of, and payment for, the Bonds;
(7) The Purchasers' obligations under the Purchase Contract;
(8) The certain conditions to the obligations of the Corporation under
the Purchase Contract;
(9) Termination of the Purchase Contract;
(10) Particular covenants of the Corporation;
(11) The survival of representations made in the Purchase Contract;
(12) The payment of any expenses relating to the Purchase Contract;
22286920 2/11612117 25
(13) Notices; and
Any and all such other details that are found by the Pricing Officer to be necessary and
advisable for the purchase and sale of the Bonds.
A Pricing Officer is hereby authorized and directed to execute said Purchase Contract
for and on behalf of the Corporation and as the act and deed of this Board.
The President and Secretary of the Board of Directors of the Corporation are further
authorized and directed to deliver for and on behalf of the Corporation copies of a Preliminary
Official Statement and Official Statement, prepared in connection with the offering of the Bonds
by the Purchasers, in final form as may be required by the Purchasers, and such Preliminary
Official Statement and final Official Statement in the form and content as approved by a Pricing
Officer or as manually executed by said officials shall be deemed to be approved by the Board
of Directors of the Corporation and constitute the Official Statement authorized for distribution
and use by the Purchasers.
SECTION 30: Financing/Use Agreement with the Citv. One or more "Financing/Use
Agreements" (the "Agreement') by and between the Corporation and the City will be attached to
and approved in the Pricing Certificate, and such Agreement in substantially the form and
substance attached to the Pricing Certificate, together with such changes or revisions as may
be necessary to accomplish the financing or benefit the Corporation, is hereby authorized to be
executed by the Pricing Officer and as the act and deed of this Board; and such Agreement as
executed by the Pricing Officer shall be deemed approved by the Board and constitute the
Agreement herein approved.
SECTION 31: Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale (less those proceeds of sale designated to pay costs of issuance and accrued
interest received from the Purchasers of the Bonds and premium in the amount specified in the
Pricing Certificate) shall be deposited in a construction fund in accordance with the Agreement
or as providing in the Pricing Certificate. Pending expenditure for the Projects, such proceeds
of sale may be invested in authorized investments and any investment earnings realized shall
be expended for the Projects or deposited in the Bond Fund. All surplus proceeds of sale of the
Bonds, including investment earnings, remaining after completion of the Projects, together with
the accrued interest received from the Purchasers, shall be deposited to the credit of the Bond
Fund.
The Corporation reasonably expects to reimburse, with proceeds of the Bonds, certain
capital expenditures paid or incurred for the Projects before the date of the issuance of the
Bonds and this Resolution shall constitute a declaration of official intent for such reimbursement
as authorized by Section 1201.042, Texas Government Code.
SECTION 32: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished final opinions of Norton Rose Fulbright US LLP, Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinions to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of each
opinion is hereby authorized to be printed on the definitive Bonds or an executed counterpart
thereof shall accompany the global Bonds deposited with the Depository Trust Company.
SECTION 33: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
22286MO 2/11612117 26
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the Corporation nor attorneys approving said Bonds as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 34: Control and Custody of Bonds. The President of the Board shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, and shall take and have charge and
control of the Initial Bonds pending the approval thereof by the Attorney General, the registration
thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the President, Vice President and Secretary of the Board of Directors of
the Corporation, any Director, any Ex -Officio Member of the Board of Directors and the
Executive Director, individually, jointly or collectively, are hereby authorized and directed to
furnish and execute such documents and certifications relating to the Corporation and the
issuance of the Bonds, as may be necessary for the approval of the Attorney General,
registration by the Comptroller of Public Accounts and delivery of the Bonds to the initial
purchasers and, together with the Corporation's financial advisor, general counsel, bond
counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of
the Initial Bond(s) to the Purchasers and the initial exchange thereof for definitive Bonds.
SECTION 35: Benefits of Resolution. Nothing in this Resolution, expressed or implied,
is intended or shall be construed to confer upon any person other than the Corporation, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
SECTION 36: Inconsistent Provisions. All orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of this Resolution shall be and remain controlling as to
the matters contained herein.
SECTION 37: Governing Law. This Resolution shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 38: Severability. If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
declares that this Resolution would have been enacted without such invalid provision.
SECTION 39: Construction of Terms. If appropriate in the context of this Resolution,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 40: Continuing Disclosure Undertaking. This Section 40 shall apply unless the
Pricing Officer determines in the Pricing Certificate that an undertaking is not required pursuant
to the Rule.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
22286920 V11612117 27
"MSRB"means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United Stales Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. The Corporation shall provide annually to the MSRB (1) within
six months after the end of each fiscal year of the Corporation beginning in the year stated in
the Pricing Certificate, financial information and operating data with respect to the Corporation
of the general type included in the final Official Statement approved by the Pricing Officer and
described in the Pricing Certificate, and (2) if not provided as part such financial information and
operating data, audited financial statements of the Corporation, when and if available. Any
financial statements to be provided shall be (i) prepared in accordance with the accounting
principles described in the Pricing Certificate, or such other accounting principles as the
Corporation may be required to employ from time to time pursuant to state law or regulation,
and in substantially the form included in the Official Statement, and (ii) audited, if the
Corporation commissions an audit of such statements and the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not
complete within twelve (12) months after any such fiscal year end, then the Corporation shall file
unaudited financial statements within such twelve-month period and audited financial
statements for the applicable fiscal year, when and if the audit report on such statements
becomes available.
If the Corporation changes its fiscal year, it will notify the MSRB of the change (and of
the date of the new fiscal year end) prior to the next dale by which the Corporation otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
documents available to the public on the MSRB's Internet web site or filed with the SEC.
(c) Notice of Certain Events. The Corporation shall provide notice of any of the
following events with respect to the Bonds to the MSRB in a timely manner and not more than
10 business days after occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
222W92o2/11612117 28
5. Substitution of creditor liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
7 Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material:
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the Corporation, which
shall occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the
Corporation or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant to its terms, if
material; and
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)12
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the Corporation in a proceeding under the United States Bankruptcy
Code or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the
Corporation, or if such jurisdiction has been assumed by leaving the existing governing body
and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the Corporation.
The Corporation shall notify the MSRB, in a timely manner, of any failure by the
Corporation to provide financial information or operating data in accordance with subsection (b)
of this Section by the time required by such Section.
(d) Limitations, Disclaimers, and Amendments. The Corporation shall be obligated
to observe and perform the covenants specified in this Section for so long as, but only for so
long as, the Corporation remains an "obligated person" with respect to the Bonds within the
meaning of the Rule, except that the Corporation in any event will give the notice required by
subsection (c) of this Section of any Bond calls and defeasance that cause the Corporation to
be no longer such an "obligated person."
22286M21116121 17 29
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds; and, nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Corporation
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section. Except as expressly
provided within this Section, the Corporation does not undertake to provide any other
information, whether or not it may be relevant or material to a complete presentation of the
Corporation's financial results, condition, or prospects; nor does the Corporation undertake to
update any information provided in accordance with this Section or otherwise. Furthermore, the
Corporation does not make any representation or warranty concerning such information or its
usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the Corporation in observing or performing its obligations under this
Section shall constitute a breach of or default under this Resolution for purposes of any other
provision of this Resolution.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Corporation under federal and state securities laws.
(e) Notwithstanding anything herein to the contrary, the provisions of this Section
may be amended by the Corporation from time to time to adapt to changed circumstances
resulting from a change in legal requirements, a change in law, or a change in the identity,
nature, status, or type of operations of the Corporation, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Resolution that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is
unaffiliated with the Corporation (such as nationally recognized bond counsel) determines that
such amendment will not materially impair the interests of the Holders and beneficial owners of
the Bonds. The provisions of this Section may also be amended from time to time or repealed
by the Corporation if the SEC amends or repeals the applicable provisions of the Rule or a court
of final jurisdiction determines that such provisions are invalid, but only if and to the extent that
reservation of the Corporation's right to do so would not prevent underwriters of the initial public
offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the
Corporation so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided pursuant to subsection (b) of this Section
an explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
22286920Z116121 17 30
SECTION 41: Further Procedures. Any one or more of the President, Vice President or
Secretary of the Board, any Director, any Ex -Officio Member of the Board, or the Executive
Director of the Corporation are hereby expressly authorized, empowered and directed from time
to time and at any time to do and perform all such acts and things and to execute, acknowledge
and deliver in the name and on behalf of the Corporation all agreements, instruments,
certificates or other documents, whether mentioned herein or not, as may be necessary or
desirable in order to carry out the terms and provisions of this Resolution and the issuance of
the Bonds. In addition, pnor to the initial delivery of the Bonds, the President or Vice President
of the Board, Secretary of the Board, or the Executive Director or Bond Counsel to the
Corporation are each hereby authorized and directed to approve any changes or corrections to
this Resolution or to any of the documents authorized and approved by this Resolution: (i) in
order to cure any ambiguity, formal defect or omission in this Resolution or such other
document; or (it) as requested by the Attorney General of the State of Texas or his
representative to obtain the approval of the Bonds by theAttorneyGeneral and if such officer or
counsel determines that such changes are consistent with the intent and purpose of the
Resolution, which determination shall be final. In the event that any officer of the Corporation
whose signature shall appear on any document shall cease to be such officer before the
delivery of such document, such signature nevertheless shall be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery.
SECTION 42: Prior Resolution Rescinded. The Resolution adopted by the Board of
Directors on October 20, 2016 authorizing the issuance of the Bonds is hereby revoked and
rescinded.
SECTION 43: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 44: Effective Date. This Resolution shall be in force and effect from and
after its passage on the date shown below.
[remainder of page left blank intentionally]
22286920 W1612117 31
PASSED AND ADOPTED, this December 12, 2016.
ALLEN ECONOMIC DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary, Board of Directors
(Seal)
222869202/1161211] [signature page of Bond Resolution]
EXHIBIT A
FORM OF PAYING AGENT/REGISTRAR AGREEMENT
222869202/11612117 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of , 2016 (this "Agreement"), by
and between , a banking association duly
organized and existing under the laws of the or its successors or
assigns (the "Bank") and the Allen Economic Development Corporation (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "Allen
Economic Development Corporation Sales Tax Revenue Bonds, Taxable Series 2017B" (the
"Securities'), dated , 2017, such Securities scheduled to be delivered to the initial
purchasers thereof on or about 2017; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof: and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof, all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1 02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
22289243 2/11612117
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the
Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" — means Estrada Hincjosa & Company, Inc.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice -Chairman of the Board of Directors, the Chairman or Vice -
Chairman of the Executive Committee of the Board of Directors, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.
22289243 2/11612117
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," 'Issuer," and 'Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar' refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address:
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date (as defined in the Authorizing Document). All payments of principal and/or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5.05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
22289243 V11612117
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re -registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4 03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
22289243.2111612117 4
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents. Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
22289243.2/11612117
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile
or e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the
Issuer's financial advisor or other agent as the final closing memorandum or letter. The Bank
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's
reliance upon and compliance with such instructions.
Section 5 03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paving Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
22289243011612117
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal
corporate office of the Bank in the City of Dallas, Texas
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
Section 5.09 Tax Reporting. It shall be the duty of the Bank, on behalf of the Issuer,
to report to the Holders and the Internal Revenue Service, to the extent required by the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder, (i) the
amount of "reportable payments; if any, subject to backup withholding during each year and the
amount of tax withheld, if any, with respect to payments of the Bonds and (ii) the amount of
interest or amount treated as interest on the Bonds and required to be included in gross income
of the Holder.
22289243.2111612117 7
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion. Consolidation. or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govem.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
22289243 2/11612117 8
Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying
AgenURegistrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
22289243 2/11612117
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Attest
Address:
ALLEN ECONOMIC DEVELOPMENT
CORPORATION
By:
Pricing Officer
Address: 700 Central Expressway South
Suite 210
Allen, Texas 75013
22285243.2/11612117 [signature page to Paying Agent/Registrar Agreement]