118-92 Ordinance
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EMERGENCY ORDINANCE NO. // J - ? 2 ~
AN ORDINANCE AUTHORIZING THE EXECUTION AND
DELIVERY OF A COMBINED FIRST AMENDMENT TO
OPEN-END MORTGAGE AND SECURITY AGREEMENT, LOAN
AGREEMENT AND TRUST INDENTURE IN CONNECTION WITH
THE REMARKETING OF THE $5,250,000 DEMAND
ADJUSTABLE RATE ECONOMIC DEVELOPMENT REVENUE
REFUNDING BONDS, SERIES 1987 (DUBLIN GERIATRIC
CARE COMPANY LIMITED PARTNERSHIP PROJECT), OF THE
CITY OF DUBLIN, OHIO, THE PROCEEDS OF WHICH WERE
k LOANED TO DUBLIN GERIATRIC CARE COMPANY LIMITED
PARTNERSHIP TO REFINANCE THE ACQUISITION,
CONSTRUCTION, INSTALLATION AND EQUIPPING OF
COMMERCIAL FACILITIES LOCATED WITHIN THE CITY OF
DUBLIN, OHIO; AUTHORIZING A REOFFERING CIRCULAR
IN CONNECTION WITH SUCH REMARKETING; AUTHORIZING
OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF
SUCH BONDS; AND DECLARING AN EMERGENCY.
WHEREAS, the City of Dublin, Ohio (the "Issuer"), a
municipal corporation organized and existing under the
constitution and laws of the State of Ohio is, by virtue of the
laws of the State of Ohio, including Article VIII, Section 13
of the Constitution and Chapter 165 of the Ohio Revised Code,
authorized and empowered, among other things, (a) to make a
loan to retire and refund bonds previously issued to assist in
the financing of the acquisition, construction, installation
and equipping of a commercial facility, located within the
boundaries of the Issuer, (b) to issue and sell its revenue
bonds to provide moneys for such loan and, (c) to execute and
deliver the agreements and instruments hereinafter identified;
,.' and
WHEREAS, this City Council heretofore determined that
the issuance of the Issuer's $5,250,000 Demand Adjustable Rate
Economic Development Revenue Bonds, Series 1987 (Dublin
Geriatric Care Company Limited Partnership Project) (the
"Series 1987 Bonds") would promote the welfare of the people of
the State of Ohio, promote the economic welfare of the people
of the Issuer, create or preserve jObs and employment
opportunities, assist in the development of commercial
activities to the benefit of the people of the Issuer, and that
the Issuer, through the issuance of revenue refunding bonds in
the principal amount of $5,250,000 would be acting in the
manner consistent with and in furtherance of a public purpose
and the provisions of the laws of the State of Ohio,
particularly Chapter 165 of the Ohio Revised Code (the "Act")
and its Charter; and
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WHEREAS, the Series 1987 Bonds are to be remarketed
pursuant to the provisions of the Trust Indenture dated as of
December 1, 1987, as amended and supplemented (the "Indenture"),
between the Issuer and Bank One Ohio Trust Company, NA, as
Trustee (the "Trustee"), and the Remarketing Agreement dated as
of December 1, 1992 (the "Remarketing Agreement") among the
Issuer, Bank One, Columbus, NA, as remarketing agent, the
Trustee and Dublin Geriatric Care Company Limited Partnership,
an Ohio limited partnership (the "Company"); and
WHEREAS, in connection with the remarketing of the
~ Series 1987 Bonds it is necessary to provide for certain
amendments to the Indenture, the Loan Agreement dated as of
December 1, 1987, between the Issuer and the Company, and the
Open-End Mortgage and Security Agreement dated as of December
1, 1987, among the Company, the Trustee and Bank One, Akron,
NA, as the issuer of an irrevocable direct pay letter of credit
securing the Series 1987 Bonds; and
WHEREAS, in connection with the provision by Bank One,
Akron, NA of an Alternate Letter of Credit, as defined in the
Indenture, it is also necessary to authorize the execution and
delivery of the Remarketing Agreement, which will be effective
upon the delivery of s~ch Alternate Letter of Credit; and
WHEREAS, in connection with such remarketing, it is
also necessary to authorize the use and distribution of a
Reoffering Circular and to authorize other action in connection
therewith; and
WHEREAS, the subject matter of this Ordinance
constitutes an emergency measure necessary for the immediate
preservation of the public peace, health, safety and welfare of
....', the Issuer, and for the further reason that this Ordinance must
take effect at the earliest possible date in order to proceed
promptly with the remarketing of the Series 1987 Bonds in order
to maintain and create jobs and advance and promote commercial
and economic development in the boundaries of the Issuer;
NOW THEREFORE, BE IT ORDAINED by the Council of the
City of Dublin, Ohio:
Section 1. Definitions. All defined terms used
herein and those not otherwise defined herein shall have the
respective meanings given to them in the Indenture.
Section 2. Authorization of Amendment Agreement.
Remarketinq Aqreement. Reofferinq Circular and All Other
Documents to be Executed by the Issuer. The Executive is
authorized and directed to execute, acknowledge and deliver in
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the name and on behalf of the Issuer, the Combined First
Amendment to Open-End Mortgage and Security Agreement, Loan
Agreement and -Trust Indenture dated as of December 1, 1992 (the
"Amendment Agreement"), among the Issuer, the Company, the
Trustee and Bank One, Akron, NA, and the Remarketing Agreement
among the Issuer, the Company, the Trustee and Bank One,
Columbus, NA in substantially the forms submitted to the
Issuer, which are hereby approved, with such changes therein
not inconsistent with this Ordinance and not sUbstantially
adverse to the Issuer as may be permitted by the Act and
approved by the officers executing the same on behalf of the
"""., Issuer. The approval of such changes by said officers, and
that such are not substantially adverse to the Issuer, shall be
conclusively evidenced by the execution of such Amendment
Agreement and Remarketing Agreement by such officers.
The Issuer hereby approves and ratifies the use and
distribution of a Reoffering Circular, including a preliminary
Reoffering Circular, in substantially the form submitted to the
Issuer, in connection with the remarketing of the Series 1987
Bonds. The Issuer has not confirmed and assumes no
responsibility for, the accuracy, sufficiency or fairness of
any statements in the Reoffering Circular or any supplements
thereto, or in any report, financial information, offering or
disclosure documents or other information relating to the
Project or the Company.
The Executive, Fiscal Officer and City Clerk of the
Issuer are each hereby separately authorized to take any and
all actions and to execute such financing statements,
assignments, certificates and other instruments that may be
necessary or appropriate in the opinion of Peck, Shaffer &
Williams, as Bond Counsel, in order to effect the remarketing
~-" of the Bonds and the intent of this Ordinance including,
without limitation, any documents necessary to maintain the
exclusion from gross income for federal income tax purposes of
interest on the Series 1987 Bonds.
Section 3. No Personal Liability. No recourse under
or upon any obligation, covenant, acceptance or agreement
contained in this Ordinance, or in any Series 1987 Bond, or in
the Amendment Agreement, the Remarketing Agreement, or under
any judgment obtained against the Issuer or by the enforcement
of any assessment or by any legal or equitable proceeding by
virtue of any constitution or statute or otherwise, or under
any circumstances, shall be had against any member, officer,
agent or employee, as such, past, present, or future, of the
Issuer, either directly or through the Issuer, or otherwise,
for the payment for or to the Issuer or any receiver thereof,
or for or to any holder of any Series 1987 Bond, or otherwise,
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of any sum that may be due and unpaid by the Issuer upon any of
the Series 19B7 Bonds. Any and all personal liability of every
nature, whether at common law or in equity, or by statute or by
constitution or otherwise, of any such member, officer, agent
or employee, as such, to respond by reason of any act or
omission on his or her part, or otherwise, for, directly or
indirectly, the payment for or to the Issuer or any receiver
thereof, or for or to the owner or any holder of any Series
'rw 1987 Bond, or otherwise, of any sum that may remain due and
unpaid upon any Series 1987 Bond, shall be deemed to be
expressly waived and released as a condition of and
~"',' consideration for the execution and delivery of the Amendment
Agreement and the Remarketing Agreement and the remarketing of
the Series 1987 Bonds.
Section 4. Security Pledoed for Series 1987 Bonds.
The Series 1987 Bonds are special obligations of the Issuer and
shall be equally and ratably payable solely from the Revenues
and secured by a pledge of and lien on moneys deposited in the
Construction Fund and the Bond Fund and a pledge and assignment
of other moneys constituting Revenues. The Series 1987 Bonds
shall be further secured by the Letter of Credit; and anything
in this Ordinance or the Series 1987 Bonds to the contrary
notwithstanding neither this Ordinance, the Series 1987 Bonds,
nor any other instrument delivered in connection therewith
shall constitute a debt or a pledge of the faith and credit of
the Issuer or of the State or any other pOlitical subdivision
of the State and holders or owners of the Series 1987 Bonds
shall have no right to have taxes levied by the General
Assembly of the State or the taxing authority of the Issuer or
of any other pOlitical subdivision of the State for the payment
of principal of, premium, if any, or interest on the Series
1987 Bonds, but such Series 1987 Bonds are payable solely from
the Revenues and the Series 1987 Bonds shall contain a
statement to that effect.
Section 5. Severability. If any section, paragraph
or provision of this Ordinance shall be held to be invalid or
unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall
not affect any of the remaining provisions of this Ordinance.
Section 6. Repeal of Conflictino Ordinances. All
ordinances and orders, or parts thereof, in conflict with the
provisions of this Ordinance are, to the extent of such
conflict, hereby repealed.
Section 7. Sunshine Law. The Issuer hereby finds and
determines that all formal actions relative to the passage of
this Ordinance were taken in an open meeting of the Issuing
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Authority, and that all deliberations of the Issuing Authority
and of its committees, if any, which resulted in formal action,
were in meetings open to the public, in full compliance with
the law, including Section 121.22 of the Ohio Revised Code, as
amended.
Section 8. Emeroency. This Ordinance is hereby
declared to be an emergency measure and is necessary for the
immediate preservation of the public peace, health, safety and
welfare of the Issuer for the further reason that this
Ordinance must take effect at the earliest possible date in
order to proceed promptly with the remarketing and sale of the
Series 1987 Bonds in order to maintain and create jobs and
advance and promote commercial and economic development in the
boundaries of the Issuer, and shall be in full force and effect
from and immediately after its passage.
Vote on suspension of the rules: Yeas 7 , Nays Q
Adopted: October 19, 1992 as an emergency measure.
~- CL ~
Clerk
Approved as to form and
corr~
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, /ls:;.7 Di rect r fLaw
I hereby ~(l~ify thot (I)ll:e~ of t~js 0 d: /R
cry f . . . ' r ntmte eJtlttJHeR...w
, 0 Dubb In accordance with Section 73J 25 f h .ere posted in the
. 0 t e OhIO Revised Code.
~ (7 (lJ'__;~
C'er~ of Council, Dublin, Ohio ==
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CERTIFICATE
The undersigned, Clerk of Council of the City of
Dublin, Ohio, hereby certifies ~ t~ foregoing is a true and
complete copy of Ordinance No. - ~ of the City Council
with respect to the remarketing of $5,250,000 City of Dublin,
Ohio Demand Adjustable Rate Economic Development Revenue
'W.,,-", Refunding Bonds, Series 1987 (Dublin Geriatric Care Company
Limited Partnership Project), adopted on the 19th day of
October, 1992, and has not been amended or rescinded as of this
date.
Dated: October 19, 1992 ~ (t (J~~
Clerk of Council, City of
Dublin, Ohio
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COMBINED FIRST AMENDMENT TO
OPEN-END MORTGAGE AND SECURITY AGREEMENT,
LOAN AGREEMENT AND TRUST INDENTURE
This Combined First Amendment to Open-End Mortgage and
Security Agreement, Loan Agreement and Trust Indenture (the
"Amendment Agreement") is entered into as of this first day of
December, 1992 among Dublin Geriatric Care Company Limited
Partnership, an Ohio limited partnership (the "Company"), the
City of Dublin, Ohio, a municipal corporation and pOlitical
subdivision of the State of Ohio (the "Issuer"), Bank One Ohio
Trust Company, NA, a national banking association (the
"Trustee") and Bank One, Akron, NA, a national banking
association (the "Bank"), under the following circumstances:
A. The Company has entered into a Loan Agreement
dated as of December 1, 1987 (the "Loan Agreement") with the
Issuer, pursuant to the terms of which the Issuer has loaned to
the Company the aggregate principal amount of $5,250,000, has
delivered the Note (as defined in the Loan Agreement) to
evidence said loan and the Company, the Trustee and the Bank
(as assignee of Barc1ays Bank PLC, New York Branch) have
entered into an Open-End Mortgage and Security Agreement dated
as of December 1, 1987 and filed for record on December -,
1987 in Official Record Volume ____, at Page ____ in the office
of the Recorder, Franklin County, Ohio (the "Mortgage") which
Mortgage granted a mortgage on and security interest in the
Mortgaged Property (as defined in the Mortgage), including the
real estate and interests in real estate constituting the site
of and part of the Project (as hereinafter defined), as
described in Exhibit A attached hereto, as security for the
payment of the Note.
"",...
\ B. To finance costs of the Project, as defined in
the Loan Agreement, the Issuer has issued its Demand Adjustable
Rate Economic Development Revenue Refunding Bonds, Series 1987
(Dublin Geriatric Care Company Limited Partnership Project) in
the aggregate principal amount of $5,250,000 (the "Bonds");
such Bonds being issued pursuant to the Trust Indenture dated
as of December 1, 1987 (the "Trust Indenture") between the
Issuer and the Trustee and under the Bond Legislation, as
defined in the Loan Agreement.
C. The amounts payable by the Company pursuant to
the Note are equal to the amounts payable by the Issuer as
principal, premium (if any) and interest on the Bonds.
D. As security for the payment of the principal of
and interest on the Bonds, the Bank has agreed to issue its
irrevocable direct-pay letter of credit in a stated amount
equal to the amount required pursuant to the Indenture.
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E. In connection with the remarketing of the Bonds,
the parties hereto desire to make certain amendments to the
Loan Agreement, Trust Indenture and Mortgage, to provide that
the Bank will be the sole grantee under the Mortgage, thereby
removing the Trustee as a grantee under the Mortgage.
F. Banc One Capital Corporation, as Remarketing
Agent under the Trust Indenture, has agreed to consent to the
r""" provisions of this Amendment Agreememt.
NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, the Company, the
Issuer, the Trustee and the Bank agree as follows:
SECTION 1. All references in the Loan Agreement,
the Trust Indenture and the Mortgage to the effect that the
Trustee is a party to the Mortgage and a grantee thereunder are
hereby amended to delete such references, and as of the date of
execution and delivery of this Amendment Agreement, the Bank
shall, for all purposes, be deemed to be the sole mortgagee
under the Mortgage.
SECTION 2. The form of Series 1987 Bond set forth
as Exhibit C to the Trust Indenture is hereby amended and
restated in its entirety to read as set forth in the attached
Exhibit B.
SECTION 3. Each purchaser of a Series 1987 Bond
following the execution and delivery of this Amendment
Agreement irrevocably and expressly consents to the provisions
of this Amendment Agreement, which consent shall be binding on
all future holders of the Series 1987 Bonds.
~,,~ SECTION 4. By executing this Amendment Agreement,
each party hereto waives any notice of the amendment of the
Mortgage, the Trust Indenture or the Mortgage required to be
given by any of said documents.
SECTION 5. From and after the time of taking
effect of this Amendment Agreement, the Loan Agreement, the
Trust Indenture and the Mortgage will be, and be deemed to be
modified and amended in accordance herewith, and the respective
rights, duties and obligations under said Loan Agreement, Trust
Indenture and Mortgage of the parties thereto shall be
determined, exercised and enforced thereunder subject in all
respects to the provisions of this Amendment Agreement, and all
provisions hereof shall be deemed to be part of the terms and
conditions of said Loan Agreement, Trust Indenture and Mortgage
for any and all purposes.
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SECTION 6. This Amendment Agreement may be
executed in multiple counterparts each of which shall be
regarded for all purposes as an original; and such counterparts
shall constitute but one and the same instrument.
,pr."'", SECTION 7. This Amendment Agreement is adopted
with the intent that the laws of the State of Ohio shall govern
its construction.
IN WITNESS WHEREOF, the parties have executed this
Amendment Agreement as of the day and year first above written.
Signed and Acknowledged Company
in the Presence of: DUBLIN GERIATRIC CARE
COMPANY LIMITED PARTNERSHIP
By Dublin Health Care Corp.,
General Partner
By
Title:
Signed and ACknowledged Issuer
in the Presence of: CITY OF DUBLIN, OHIO
By
(As to Both) City Manager
Attest:
(As to Both)
By
City Clerk
Signed and ACknowledged Trustee
in the Presence of: BANK ONE OHIO TRUST COMPANY,
NA
By
(As to Both) Title:
Attest:
(As to Both)
By
Title:
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Signed and Acknowledged Bank
in the Presence of: BANK ONE, AKRON, NA
By
(As to Both) Title:
Attest:
,.. " (As to Both)
By
Title:
The form, correctness and legality of the foregoing
Combined First Amendment to Open-End Mortgage and Security
Agreement, Loan Agreement and Trust Indenture is hereby
approved by the Director of Law of the City of Dublin, Ohio.
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Director of Law
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The undersigned, Bank One Capital Corporation, as
Remarketing Agent, hereby consents to the foregoing Combined
First Amendment to Open-End Mortgage and Security Agreement,
- Loan Agreement and Trust Indenture.
Signed and Acknowledged
in the Presence of: BANC ONE CAPITAL CORPORATION
By
Title:
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ACKNOWLEDGMENTS
STATE OF OHIO
COUNTY OF FRANKLIN, ss:
On this day of November, 1992, before me, a
.f"~ notary public in and for the county and state aforesaid,
personally appeared , to me known and known to me
to be the of Dublin Health Care Corp.,
the general partner of Dublin Geriatric Care Company Limited
Partnership, the above-described limited partnership and to me
known to be the person who executed the foregoing instrument,
and acknowledged to me the execution thereof to be his free act
and deed and the free act and deed of said limited partnership
for the uses and purposes therein mentioned, and acknowledged
to me that he did so sign said instrument in the name and upon
behalf of said limited partnership as such officer; that the
same is his free act and deed as such officer, and the free act
and deed of said limited partnership; and that he was duly
authorized thereunto by its partners.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my notarial seal the day and year in this certificate
first above written.
Notary Public
(SEAL)
A~"~
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STATE OF OHIO
COUNTY OF FRANKLIN, ss:
On this day of November, 1992, before me, a
notary public in and for the county and state aforesaid,
personally appeared and , to
p me known and known to me to be the City Manager and City Clerk,
~ respectively, of the City of Dublin, Ohio, the above-described
municipal corporation and to me known to be the persons who
_. executed the foregoing instrument, and acknowledged to me the
execution thereof to be their free act and deed and the free
act and deed of said municipal corporation for the uses and
purposes therein mentioned, and acknowledged to me that they
did so sign said instrument in the name and upon behalf of said
municipal corporation as such officers; that the same is their
free act and deed as such officers, and the free act and deed
of said municipal corporation; and that they were duly
authorized thereunto.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my notarial seal the day and year in this certificate
first above written.
Notary Public
(SEAL)
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STATE OF OHIO
COUNTY OF FRANKLIN, ss:
On this day of November, 1992, before me, a
notary public in and for the county and state aforesaid,
personally appeared and , to
me known and known to me to be the and
,I!'i'**'" respectively, of Bank One Ohio Trust
,
Company, NA, the above-described national banking association
'-, and to me known to be the persons who executed the foregoing
instrument, and acknowledged to me the execution thereof to be
their free act and deed and the free act and deed of said
association for the uses and purposes therein mentioned, and
acknowledged to me that they did so sign said instrument in the
name and upon behalf of said association as such officers; that
the same is their free act and deed as such officers, and the
free act and deed of said association; and that they were duly
authorized thereunto by its board of directors.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my notarial seal the day and year in this certificate
first above written.
Notary Public
(SEAL)
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STATE OF OHIO
COUNTY OF SUMMIT, ss:
On this day of November, 1992, before me, a notary
public in and for the county and state aforesaid, personally
appeared and , to me
known and known to me to be the and
" respectively, of Bank One, Akron, NA,
,
the above-described national banking association and to me
""'"~ known to be the persons who executed the foregoing instrument,
and acknowledged to me the execution thereof to be their free
act and deed and the free act and deed of said association for
the uses and purposes therein mentioned, and acknowledged to me
that they did so sign said instrument in the name and upon
behalf of said association as such officers; that the same is
their free act and deed as such officers, and the free act and
deed of said association; and that they were duly authorized
thereunto by its board of directors. -
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal the day and year in this certificate first
above written.
Notary Public
(SEAL)
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STATE OF OHIO
COUNTY OF FRANKLIN, ss:
On this day of November, 1992, before me, a notary
public in and for the county and state aforesaid, personally
appeared , to me known and
known to me to be the of Banc One
fIJff'" Capital Corporation, the above-described corporation and to me
known to be the person who executed the foregoing instrument,
j~.;,j;- and acknowledged to me the execution thereof to be his free act
and deed and the free act and deed of said corporation for the
uses and purposes therein mentioned, and aCknowledged to me
that he did so sign said instrument in the name and upon behalf
of said corporation as such officer; that the same is his free
act and deed as such officer, and the free act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal the day and year in this certificate first
above written.
Notary Public
(SEAL)
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EXHIBIT A
PROJECT SITE
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EXHIBIT B
BOND FORM
UNITED STATES OF AMERICA
'" STATE OF OHIO
CITY OF DUBLIN
"'F" DEMAND ADJUSTABLE RATE ECONOMIC DEVELOPMENT
REVENUE REFUNDING BOND, SERIES 1987
(DUBLIN GERIATRIC CARE COMPANY LIMITED PARTNERSHIP PROJECT)
NO. R-_
Maturity Date: Dated as of: CUSIP
December 1, 2016 NUMBER
THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE
AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST
BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER
CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.
The City of Dublin, Ohio (the "Issuer"), an Ohio
municipality and political subdivision, for value received,
promises to pay to or registered
assigns, but solely from the sources and in the manner referred
to herein, the principal amount of
DOLLARS
on the aforesaid Maturity Date, unless this Series 1987 Bond is
called for earlier redemption, and to pay from those sources
interest thereon at the rate of percent
( %) per annum to and including November 30, 1997, and
thereafter at the rate per annum equal to the Six-Month
Interest Rate as defined on the reverse side of this Series
1987 Bond unless such rate is converted as described
hereinafter, payable on June 1 and December 1 of each year
commencing June 1, 1993, or if any such day is not a Business
Day, as hereinafter defined, on the next succeeding Business
Day (an "Interest Payment Date"), until the principal amount is
paid or duly provided for. Interest shall be calculated on the
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basis of a 360-day year and twelve 30-day months. The term
"Business Day", as used herein, means a day of the year, other
than (a) a Saturday; (b) a Sunday; (c) a day on which banks
located in any city in which the principal corporate trust
office of the Trustee or the principal office of the Letter of
Credit Bank is located are required or authorized by law to
remain closed; or (d) a day on which the New York Stock
..01'" Exchange is closed. This Series 1987 Bond will bear interest
from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly
provided for, from its date.
The Series 1987 Bonds are issued pursuant to a trust
indenture (the "Indenture") dated as of December I, 1987, as
amended and supplemented, by and between the Issuer and the
Trustee. The principal of this Series 1987 Bond is payable
upon presentation and surrender hereof at the principal
corporate trust office of the Trustee, presently Bank One Ohio
Trust Company, NA, Columbus, Ohio (the "Trustee"). Interest is
payable on each Interest Payment Date by check or draft mailed
to the person in whose name this Series 1987 Bond (or one or
more Predecessor Bonds, as defined in the Indenture) is
registered (the "Holder") at the close of business on the
fifteenth day of the calendar month next preceding that
Interest Payment Date (the "Regular Record Date") on the
registration books for this issue maintained by the Trustee, as
Registrar, at the address appearing therein, or, in certain
circumstances, by wire transfer as described in the Indenture.
Any interest which is not timely paid or duly provided for
shall cease to be payable to the Holder hereof (or of one or
more Predecessor Bonds) as of the Regular Record Date, and
shall be payable to the Holder hereof (or of one or more
Predecessor Bonds) at the close of business on a date to be
fixed by the Trustee for the payment of that overdue interest
(the "Special Record Date"). Notice of the Special Record Date
shall be mailed to Holders not less than ten days prior
thereto. The principal of, premium, if any, and interest on
this Series 1987 Bond are payable in lawful money of the United
States of America, without deduction for the services of the
paying agent.
The Series 1987 Bonds shall not constitute the
personal obligation, either jointly or severally, of the
members of the City Councilor of any officer, agent or
employee of the Issuer.
This Series 1987 Bond shall not be entitled to any
security or benefit under the Indenture or be valid or become
obligatory for any purpose until the certificate of
authentication hereon shall have been signed.
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REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS
SERIES 1987 BOND SET FORTH ON THE REVERSE SIDE. THOSE
PROVISIONS SHALL HAVE THE SAME EFFECT FOR ALL PURPOSES AS IF
SET FORTH HERE.
It is certified and recited that there have been
performed and have happened in regular and due form, as
required by law, all acts and conditions necessary to be done
or performed by the Issuer or to have happened (i) precedent to
and in the issuing of the Series 1987 Bonds in order to make
them legal, valid and binding special obligations of the
Issuer, and (ii) precedent to and in the execution and delivery
of the Indenture and the Agreement; that payment in full for
the Series 1987 Bonds has been received; and that the Series
1987 Bonds do not exceed or violate any constitutional or
statutory limitation.
IN WITNESS OF THE ABOVE, the Issuer has caused this
Series 1987 Bond to be executed in -the name of the Issuer by
its City Manager and its Director of Finance by manual or
facsimile signature, as of the date shown above.
CITY OF DUBLIN, OHIO
By (facsimile)
City Manager
By (facsimile)
Director of Finance
Registrable at:
Bank One Ohio Trust Company, NA
Columbus, Ohio
Payable by:
Bank One Ohio Trust Company, NA, as Trustee
Columbus, Ohio
CERTIFICATE OF AUTHENTICATION
This Series 1987 Bond is one of the Series 1987 Bonds
described in the within-mentioned Indenture.
BANK ONE OHIO TRUST COMPANY ,
NA
By
Authorized Signer
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[ON REVERSE SIDE OF SERIES 1987 BOND]
GENERAL PROVISIONS
This Series 1987 Bond is one of a duly authorized
issue of Demand Adjustable Rate Economic Development Revenue
Refunding Bonds, Series 1987 (Dublin Geriatric Care Company
Limited Partnership Project) (the "Series 1987 Bonds"),
~ issuable under the Trust Indenture dated as of December 1, 1987
(the "Indenture") between the Issuer and the Trustee,
aggregating in principal amount $5,250,000 and issued for the
purpose of financing costs of refunding and retiring the
$5,250,000 Village of Dublin, Ohio Economic Development Revenue
Bonds (Dublin Geriatric Care Co., Limited Partnership Project),
Series 1986 (the "Prior Bonds"), (the "Project"), as provided
in the Loan Agreement dated as of December 1, 1987 (the
"Agreement"), between the Issuer and Dublin Geriatric Care
Company Limited Partnership, an Ohio limited partnership (the
"Company"). The Series 1987 Bonds are special obligations of
the Issuer, issued or to be issued under and are to be secured
and entitled equally and ratably to the protection given by the
Indenture. The Series 1987 Bonds are issued pursuant to
Chapter 165 of the Ohio Revised Code and in accordance with an
ordinance duly enacted by the Issuer.
Reference is made to the Indenture for a more complete
description of the refunding, the provisions, among others,
with respect to the nature and extent of the security for the
Series 1987 Bonds, the rights, duties and obligations of the
Issuer, the Trustee and the Holders of the Series 1987 Bonds,
and the terms and conditions upon which the Series 1987 Bonds
are issued and secured. Each Holder assents, by its acceptance
hereof, to all of the provisions of the Indenture.
Pursuant to the Agreement, the Company is required to
make payments to the Trustee in the amounts and at the times
necessary to pay the principal, premium, if any, and interest
(the "Bond Service Charges") on the Series 1987 Bonds. The
Company's obligations thereunder are secured by the Open-End
Mortgage and Security Agreement dated as of December 1, 1987
(the "Mortgage"), as amended and supplemented, from the Company
to the Trustee and Bank One, Akron, NA, a national banking
association (the "Letter of Credit Bank"). The Mortgage will
be amended to eliminate the Trustee as a grantee thereunder,
and upon such amendment, the Mortgage will not secure the
payment of debt service on the Series 1987 Bonds, but will
secure only the obligations of the Company to the Letter of
Credit Bank under the Letter of Credit Agreement hereinafter
described. By purchasing this Series 1987 Bond, the Holder
hereof expressly and irrevocably consents to such amendment of
the Mortgage.
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In the Indenture, the Issuer has assigned to the Trustee, to
provide for the payment of the Bond Service Charges on the
Series 1987 Bonds, the Issuer's right, title and interest in
and to the Agreement, except for Unassigned Issuer's Rights as
defined in the Agreement. Capitalized terms not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.
''',
Pursuant to the Agreement, the Company has caused to
be issued and delivered to the Trustee by the Letter of Credit
Bank an irrevocable letter of credit (the "Letter of Credit"),
pursuant to which the Trustee is entitled to draw up to (a) the
principal amount of the Series 1987 Bonds outstanding to enable
the Trustee to pay (i) the principal amount of the Series 1987
Bonds when due at maturity or upon redemption or acceleration
on the occurrence of an event of default, and (ii) an amount
equal to the principal portion of the purchase price of any
Series 1987 Bonds tendered for purchase by the Holders thereof,
plus (b) the amount of interest due on the Series 1987 Bonds
(including any interest portion of the purchase price of Series
1987 Bonds when purchased pursuant to the Indenture) but not to
exceed 210 days' maximum accrued interest to enable the Trustee
to pay interest due on the Series 1987 Bonds. To provide for
the issuance of the Letter of Credit, the Company has entered
into a Letter of Credit and Reimbursement Agreement, dated as
of December 1, 1987 (the "Letter of Credit Agreement"), with
the Letter of Credit Bank, pursuant to which the Company is
obligated to reimburse the Letter of Credit Bank for all
drawings made under the Letter of Credit. The Letter of Credit
shall expire, subject to provisions for earlier termination or
for extension, on December 15, 1997.
Subject to the provisions of the Indenture and the
Agreement, the Letter of Credit may be replaced from time to
time by another letter of credit (an "Alternate Letter of
Credit"), in which case the term "Letter of Credit Bank" shall
mean the commercial bank issuing the Alternate Letter of Credit
and the term "Letter of Credit" shall mean the Alternate Letter
of Credit.
Copies of the Indenture, the Agreement, the Mortgage,
the Letter of Credit and the Letter of Credit Agreement are on
file in the principal corporate trust office of the Trustee.
This Series 1987 Bond is issued pursuant to Section 13
of Article VIII of the Constitution of the State of Ohio and
the laws of such State, particularly Chapter 165 of the Ohio
Revised Code, and pursuant to the Bond Legislation. This
Series 1987 Bond is a special obligation of the Issuer, and the
Bond Service Charges on the Series 1987 Bonds are payable
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1
solely from the Revenues, as defined and as provided in the
Indenture (being, generally, the amounts payable under the
Agreement in payment of the Loan Payments, as defined in the
Agreement, any unexpended proceeds of the Series 1987 Bonds and
amounts deposited in the Bond Fund as defined and provided for
in the Indenture), and are an obligation of the Issuer only to
the extent of the Revenues. The Series 1987 Bonds are not
JIlIii''''' general obligations, debt or bonded indebtedness of the
Issuer. The holders or owners of the Series 1987 Bonds will
not have the right to have excises or taxes levied by the
~..,.v Issuer for the payment of the principal of and interest on the
Series 1987 Bonds.
THE SERIES 1987 BONDS, THE BOND LEGISLATION, THE LOAN
AGREEMENT, THE INDENTURE, THE MORTGAGE, THE LETTER OF CREDIT OR
THE BOND PURCHASE AGREEMENT DO NOT REPRESENT OR CONSTITUTE A
DEBT OR PLEDGE OF THE FAITH AND CREDIT OR THE TAXING POWER OF
THE ISSUER.
No recourse under or upon any obligation, covenant,
acceptance or agreement contained in the Indenture, or in any
Series 1987 Bond, or under any judgment obtained against the
Issuer or by the enforcement of any assessment or by any legal
or equitable proceeding by virtue of any constitution or
statute or otherwise, or under any circumstances, shall be had
against any member or officer, as such, past, present, or
future, of the Issuer, either directly or through the Issuer,
or otherwise, for the payment for or to the Issuer or any
receiver thereof, or for or to any holder of any Series 1987
Bond, or otherwise, of any sum that may be due and unpaid by
the Issuer upon any of the Series 1987 Bonds.
The Series 1987 Bonds are issuable only as fully
registered bonds in the denominations of $5,000 and any
integral multiple thereof and are exchangeable for Series 1987
Bonds of other authorized denominations in equal aggregate
principal amounts at the office of the Registrar specified on
the face hereof, but only in the manner and subject to the
limitations provided in the Indenture. This Series 1987 Bond
is transferable at the office of the Registrar, by the Holder
in person or by his attorney, duly authorized in writing, upon
presentation and surrender hereof to the Registrar. The
Registrar is not required to transfer or exchange (i) any
Series 1987 Bond during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of
redemption of Series 1987 Bonds and ending at the close of
business on the day of such mailing, or (ii) any Series 1987
Bonds so selected for redemption in whole or in part.
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,
The Indenture permits certain amendments or
supplements to the Agreement, the Indenture, the Mortgage and
the Letter of Credit not prejudicial to the Holders to be made
with the consent of the Letter of Credit Bank but without the
consent of or notice to the Holders, and other amendments or
supplements thereto to be made with the consent of the Letter
of Credit Bank and the Holders of not less than a majority in
aggregate principal amount of the Series 1987 Bonds then
~, outstanding.
'\~;.v
DETERMINATION OF SIX-MONTH INTEREST RATE
From the date of initial delivery through November 3D,
1997, the interest rate on the Series 1987 Bonds is the rate
per annum set forth on the front page of this Series 1987
Bond. Thereafter, for each succeeding six-month period
commencing each June 1 and December 1 (an "Interest Period"),
unless there is in effect a Five Year Interest Rate or the
Fixed Interest Rate Commencement Date has occurred, the
interest rate on the Series 1987 Bonds shall be the Six-Month
Interest Rate for such Interest Period as established on the
immediately preceding Interest Rate Determination Date.
The term "Interest Rate Determination Date" means (i)
as to each Interest Payment Date on which the Series 1987 Bonds
wi 11 bear interest at the Six-Month Interest Rate, the tenth
Business Day preceding such Interest Payment Date, and (ii) as
to each Interest Payment Date which is a Five Year Interest
Rate Commencement Date or a Fixed Interest Rate Commencement
Date, the fifteenth Business Day preceding such Interest
Payment Date.
The term "Six-Month Interest Rate" means, for each
Interest Period commencing on or after December 1, 1997, unless
.c._ a Five Year Interest Rate or the Fixed Interest Rate is in
effect, either
(a) the rate of interest per annum determined by the
Remarketing Agent, on the applicable Interest Rate
Determination Date immediately preceding such Interest Period,
to be the rate necessary in the judgment of the Remarketing
Agent (taking into consideration current transactions in
comparable securities in which the Remarketing Agent is
involved or of which it is aware and prevailing financial
market conditions as of such Interest Rate Determination Date)
to produce as nearly as practical a par bid for all outstanding
Series 1987 Bonds on such Interest Rate Determination Date; or
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,
(b) in the event that the Remarketing Agent has been
removed or has resigned and no successor has been appointed, or
the Remarketing Agent for any reason has failed to determine
the Six-Month Interest Rate, then the rate of interest
determined by the Trustee on the Interest Rate Determination
Date immediately preceding such Interest Period equal to 75% of
the bond equivalent yield of six-month United States Treasury
bills. Such bond equivalent yield shall be determined on the
,~". basis of the average per annum discount rate at which such
six-month Treasury bills shall have been sold at the most
recent Treasury auction held during the 17 Business Days ending
on and including such Interest Rate Determination Date. If no
auction shall have been conducted during such period, the bond
equivalent yield of such six-month Treasury bills shall be
determined on the basis of the arithmetic average of the mean
between the closing bid and asked per annum market discount
rates for the issue of Treasury bills or other Treasury
obligations with a maturity date closest to six months from the
date of quotation (selecting the bills or other obligations
with the earlier maturity in the case of two issues with
maturity dates equally close to six months), as reported dai ly
on a composite basis by the Federal Reserve Bank of New York
for the first, second and third Business Days immediately
preceding such Interest Rate Determination Date.
In the event the rate of interest cannot be
established pursuant to clause (a) or clause (b) , the interest
rate shall equal the Six-Month Interest Rate for the
immediately preceding Interest Period.
On the Interest Rate Determination Date, the
Remarketing Agent or the Trustee, as appropriate, shall give
the Company and the Letter of Credit Bank notice of the
interest rate to be borne by the Series 1987 Bonds for the
following Interest Period. After any Interest Rate
,yP Determination Date, any Holder may contact the Trustee or the
Remarketing Agent in order to be advised of the Six-Month
Interest Rate. No notice of the Six-Month Interest Rate will
be sent to the Holders.
The determination of the Six-Month Interest Rate, the
Five Year Interest Rate or the Fixed Interest Rate by the
Remarketing Agent or the Trustee, as applicable, shall be
binding and conclusive upon the Holders of the Series 1987
Bonds.
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FIVE YEAR INTEREST RATE
OR
FIXED INTEREST RATE
If the Company shall request the Issuer to establish
on any Interest Payment Date on or after December 1, 1997 the
interest rate on the Series 1987 Bonds then outstanding at the
Fixed Interest Rate for the remainder of the term of such
.-.. Series 1987 Bonds or at the Five Year Interest Rate for another
five year period, the Issuer shall cause to be established the
<t,j~ Fixed Interest Rate or Five Year Interest Rate, as appropriate
pursuant to the terms of this paragraph; provided that the
request of the Company to establish the Fixed Interest Rate or
the Five Year Interest Rate must be accompanied by the written
consent thereto of the Letter of Credit Bank and an opinion of
Bond Counsel stating that establishment of the Fixed Interest
Rate or Five Year Interest Rate, as appropriate, is permitted
under the Act and will not adversely affect the excludability
of the interest on the Series 1987 Bonds from gross income for
Federal income tax purposes. The Five Year Interest Rate may
not be established after December 1, 20ll. The request of the
Company to establish the Fixed Interest Rate or Five Year
Interest Rate, as appropriate, shall be in writing, shall be
forwarded to the Issuer, the Trustee, the Remarketing Agent and
the Letter of Credit Bank and shall set forth the Interest
Payment Date on which such Fixed Interest Rate or Five Year
Interest Rate, as appropriate, shall become effective (the
"Fixed Interest Rate Corrunencement Date" or the "Five Year
Interest Rate Corrunencement Date", as appropriate). The Fixed
Interest Rate Corrunencement Date or the Five Year Interest Rate
Corrunencement Date, as appropriate, shall not be less than
45 days from the date of the Company's request. Upon receipt
of the Company's request for establishment of the Fixed
Interest Rate or the Five Year Interest Rate, as appropriate,
the Trustee on behalf of the Issuer shall cause notice of the
Coo#, establishment of the Fixed Interest Rate or the Five Year
Interest Rate, as appropriate, to be mailed by first class mail
postage prepaid at least 30 days prior to the Fixed Interest
Rate Corrunencement Date or the Five Year Interest Rate
Corrunencement Date, as appropriate, to the Bondholders at the
addresses shown on the Register, which notice shall also state
that all Series 1987 Bonds shall be subject to mandatory tender
pursuant to the Indenture subject to the rights of the
Bondholders to affirmatively elect to waive the mandatory
tender and retain their Series 1987 Bonds. From and after the
Fixed Interest Rate Corrunencement Date or the Five Year Interest
Rate Corrunencement Date, as appropriate, the Series 1987 Bonds
shall bear interest at the Fixed Interest Rate or the Five Year
Interest Rate, as appropriate. After the appropriate Interest
Rate Determination Date, any Holder may contact the Trustee or
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the Remarketing Agent in order to be advised of the Five Year
Interest Rate or the Fixed Interest Rate, as appropriate. No
notice of the Five Year Interest Rate or the Fixed Interest
Rate will be sent to the Holder.
The term "Fixed Interest Rate" means the fixed rate of
interest per annum determined by the Remarketing Agent on the
applicable Interest Rate Determination Date immediately
".",." preceding the Fixed Interest Rate Commencement Date to be the
rate necessary, based upon prevailing financial market
~v conditions as of such Interest Rate Determination Date, and
current transactions in comparable securities of which the
Remarketing Agent is involved or of which it is aware, will
enable the Remarketing Agent to produce as nearly as practical
a par bid for all of the then outstanding Series 1987 Bonds.
The Fixed Interest Rate as so established shall be conclusive
and shall be the rate of interest borne by the Series 1987
Bonds at all times from and after the Fixed Interest Rate
Commencement Date.
The term "Five Year Interest Rate" means the rate of
interest per annum determined by the Remarketing Agent on the
applicable Interest Rate Determination Date immediately
preceding the Five Year Interest Rate Commencement Date to be
the rate necessary, based upon prevailing financial market
condition's as of such Interest Rate Determination Date and
current transactions in comparable securities which the
Remarketing Agent is involved or of which it is aware, will
enable the Remarketing Agent to produce as nearly as practical
a par bid for all of the then outstanding Series 1987 Bonds.
The Five Year Interest Rate as so established shall be
conclusive and shall be the rate of interest borne by the
Series 1987 Bonds for the next five years from and after the
Five Year Interest Rate Commencement Date.
TENDER OPTION
On or after December 1, 1997 and on each Interest
Payment Date which commences an Interest Period during which
the Series 1987 Bonds bear interest at the Six-Month Interest
Rate (each a "Bond Purchase Date") each Holder shall have the
option to tender for purchase by the Trustee all of the Series
1987 Bonds owned by such Holder, or such lesser principal
amount thereof (in denominations of $5,000 or any integral
multiple thereof) as such Holder may specify in accordance with
the terms, conditions and limitations hereinafter and in the
Indenture set forth. Such purchase price shall be payable in
lawful money of the United States of America by check or draft
and shall be paid in full on the applicable Bond Purchase
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Date. The purchase price shall equal the principal amount of
the tendered Series 1987 Bond. To exercise any such option,
the Holder shall (1) no earlier than thirty days immediately
preceding an Bond Purchase Date, but no later than 11: 00 a.m.
according to the local time at the principal corporate trust
office of the Trustee on the eighth Business Day prior to the
Bond Purchase Date, give notice to the Trustee in writing,
""., which states (i) the name and address of the Holder, (i i) the
principal amount and the CUSIP numbers of the Series 1987 Bonds
to be purchased, and (iii) that the Series 1987 Bonds are to be
.,." purchased on the Bond Purchase Date pursuant to the terms of
the Indenture, and (2) no later than 11:00 a.m. according to
the local time at the principal corporate trust office of the
Trustee on the seventh Business Day prior to such Bond Purchase
Date, deliver to the principal corporate trust office of the
Trustee the Series 1987 Bonds to be purchased, accompanied by
fully completed and executed Instructions to Sell, the form of
which is printed on this Series 1987 Bond. Upon delivery of
Series 1987 Bonds or portions of Series 1987 Bonds to the
Trustee pursuant to this paragraph with properly completed
Instructions to Sell attached, the Holder's tender of such
Series 1987 Bonds or portions thereof shall be irrevocable.
The Trustee shall determined whether Instructions to Sell have
been properly completed and executed, and its determination
shall be binding. If less than all of a Series 1987 Bond so
delivered is purchased, the Trustee shall authenticate one or
more exchanged Series 1987 Bonds, registered in the name of
such Holder, having the aggregate principal amount being
retained by such Holder, and shall return such authenticated
Series 1987 Bond or Series 1987 Bonds to such Holder.
The options granted to the Holders are subject to the
addi tional condi tions that any tendered Series 1987 Bond (or
the applicable portion thereof) wi 11 not be purchased if (i)
such Series 1987 Bond (or the applicable portion thereof) has
been called for redemption on or prior to the applicable Bond
Purchase Date or (ii) as of the applicable Bond Purchase Date,
an Event of Default under the Indenture exists and the Series
1987 Bonds have been declared to be and are due and payable.
MANDATORY TENDER
If at any time the Issuer shall convert the interest
rate on the Series 1987 Bonds to the Five Year Interest Rate or
the Fixed Interest Rate in accordance with the provisions of
the Indenture or if a Six-Month Interest Rate immediately
succeeds a Five Year Interest Rate, on the Five Year Interest
Rate Commencement Date or the Fixed Interest Rate Commencement
Date or on the Interest Payment Date next succeeding the date
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.
on which a Five Year Interest Rate terminates preceding the
commencement of a Six-Month Interest Rate, as appropriate, all
Series 1987 Bonds shall be subject to mandatory tender by the
Holders thereof.
Notwithstanding such mandatory tender, any Holder may
elect to retain his Series 1987 Bond by delivering to the
Trustee a written notice no less than ten Business Days prior
tfIIJII>>., to such Five Year Interest Rate Commencement Date or the Fixed
Interest Rate Commencement Date or commencement of a Six-Month
.-.{~ Interest Rate, as applicable, which notice shall state that
such Holder realizes (i) the Series 1987 Bonds will bear
interest at the Six-Month Interest Rate, Five Year Interest
Rate or Fixed Interest Rate, as appropriate, (ii) if the Series
1987 Bonds bear interest at the Five Year Interest Rate or at
the Fixed Interest Rate, that the Series 1987 Bonds may not be
tendered for purchase so long as the Series 1987 Bonds bear
interest at the Five Year Interest Rate or the Fixed Interest
Rate, as applicable, and (iii) such Holder affirmatively elects
to retain his Series 1987 Bonds and receive the Six-Month
Interest Rate, Five Year Interest Rate or Fixed Interest Rate,
as applicable.
Series 1987 Bonds with respect to which the Trustee
shall not have received the election required by the preceding
paragraph shall be deemed to have been tendered whether or not
the Holders thereof shall have delivered such Series 1987 Bonds
to the Trustee, and subject to the right of the Holders of such
Series 1987 Bonds to receive the purchase price of such Series
1987 Bonds pursuant to a draw on the Letter of Credit and to
receive interest accrued thereon to the date of tender thereof,
such Series 1987 Bonds shall be null and void and the Trustee
shall authenticate and deliver new Series 1987 Bonds in
replacement thereof pursuant to the remarketing of such Series
1987 Bonds or the pledge of such Series 1987 Bonds to the
Letter of Credit Bank in lieu of remarketing such Series 1987
Bonds.
The Series 1987 Bonds will be subject to mandatory
tender by the Holders thereof on the Interest Payment Date
immediately preceding any Stated Letter of Credit Termination
Date upon the substitution or the replacement of the Letter of
Credit by an Alternate Letter of Credit, which such Alternate
Letter of Credit is issued by a Letter of Credit Bank wi th a
rating by a Rating Agency lower than that of the issuer of the
Letter of Credit being replaced. Notwithstanding such
mandatory tender, any Holder may elect to retain his Series
1987 Bond in whole or in part by delivering to the Trustee a
written notice no less than 10 Business Days prior to such
applicable Interest Payment Date, which notice shall state that
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~
(a) such Holder realizes that the rating assigned to the Series
1987 Bond has been decreased and (b) such Holder affirmatively
elects to retain his Series 1987 Bonds.
Series 1987 Bonds with respect to which the Trustee
shall not have received the election required by the preceding
paragraph shall be deemed to have been tendered whether or not
'" the Holders thereof shall have delivered such Series 1987 Bonds
to the Trustee, and subject to the right of the Holders of such
Series 1987 Bonds to receive the purchase price of such Series
~ 1987 Bonds pursuant to a draw on the Letter of Credit and to
receive interest accrued thereon to the date of tender
thereof. Such Series 1987 Bonds shall be null and void and the
Trustee shall authenticate and deliver new Series 1987 Bonds in
replacement thereof pursuant to the remarketing of such Series
1987 Bonds or the pledge of such Series 1987 Bonds to the
Letter of Credit Bank in lieu of remarketing such Series 1987
Bonds.
-
While there is a Letter of Credit in effect for the
Series 1987 Bonds, the Series 1987 Bonds will be subject to
mandatory tender at the direction of the Letter of Credit Bank
upon the occurrence of an event of default under the Letter of
Credit Agreement. The Holder shall have no option to retain
his Series 1987 Bonds subject to mandatory tender at the
direction of the Letter of Credit Bank.
The Trustee shall mail by first class mail postage
prepaid a notice at least thirty (30) days but not more than
forty-five (45) days prior to the mandatory purchase date
established by the Letter of Credit Bank pursuant to the
Indenture to the Holder of each Series 1987 Bond at the address
shown on the registration books of the Trustee. Any notice
given as provided herein shall be conclusively presumed to have
been duly given, whether or not the Holder actually receives
_f!Z the notice.
REDEMPTION
The Series 1987 Bonds are subject to redemption prior
to stated maturity pursuant to first class mailed notice
postage prepaid thereof by the Trustee not less than 30 day nor
more than 45 days prior to the redemption date, as follows:
l. On or after December 1, 1992, upon the occurrence
of a Five Year Interest Rate Commencement Date, the Series 1987
Bonds are not subject to optional redemption after such date
until the June 1 or December 1 which is three years from such
date (the "Five Year Interest Rate Optional Redemption Date").
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.
.
The Series 1987 Bonds are thereafter subject to optional
redemption, in whole or in part, at the option of the Issuer,
upon direction of the Company, at redemption prices equal to
100% of the principal amount of Series 1987 Bonds redeemed,
plus in each case interest accrued to the redemption date, plus
a premium determined as follows:
1f8!i"" Redemption Dates Premium
Five Year Interest Rate Optional 2%
'lt~ Redemption Date and the next
succeeding Interest Payment Date
First Anniversary of the Five Year 1%
Interest Rate Optional Redemption
Date and the next succeeding
Interest Payment Date
Second Anniversary of the Five Year 0%
Interest Rate Optional Redemption
Date and thereafter
After the occurrence of a Fixed Interest Rate
Conversion Date, the Series 1987 Bonds are not subject to
optional redemption after such date until the Fixed Interest
Rate Optional Redemption Date. The Series 1987 Bonds are
thereafter subject to optional redemption, in whole or in part,
at the option of the Issuer, upon direction of the Company, at
redemption prices equal to 100% of the principal amount of
Series 1987 Bonds redeemed, plus in each case interest accrued
to the redemption date, plus a premium determined as follows:
Redemption Dates Premium
First Fixed Interest Rate Optional 3%
~~ Redemption Date and the next
succeeding Interest Payment Date
First Anniversary of Fixed Interest 2%
Rate Optional Redemption Date and the
next succeeding Interest Payment Date
Second Anniversary of Fixed Interest 1%
Rate Optional Redemption date and the
next succeeding Interest Payment Date
Third Anniversary of Fixed Interest 0%
Rate Optional Redemption date and
thereafter
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.
.
The term "Fixed Interest Rate Optional Redemption
Date" means the June 1, if the Fixed Interest Rate Commencement
Date is a June 1 or a December 1, if the Fixed Interest Rate
Commencement Date is December 1, which occurs in the year which
is the number of years after the Fixed Interest Rate
Commencement Date equal to the number of years between
December 1 in the year of the Fixed Interest Rate Commencement
~, Date and December 1, 2016, multiplied by 1/2 and rounded up to
the nearest whole number.
'''-" During such time that the Series 1987 Bonds bear
interest at the Six-Month Interest Rate, the Series 1987 Bonds
are subject to optional redemption, in whole or in part, at the
option of the Issuer, upon direction of the Company, on any
Interest Payment Date, at a redemption price equal to 100% of
the principal amount redeemed, plus in each case interest
accrued to the redemption date, without any premium.
2. The Series 1987 Bonds are also subject to
mandatory redemption from excess moneys in the Construction
Fund, on the first Interest Payment Date for which notice can
be given as provided in Section 6.4 of the Agreement, at a
redemption price equal to 100% of the principal amount
redeemed, plus interest accrued to the redemption date.
3. The Series 1987 Bonds are also subject to
redemption by the Issuer in the event of the exercise by the
Company of its option to direct that redemption upon occurrence
of certain calami ties listed in Section 6.2 of the Agreement,
(a) at any time if all Series 1987 Bonds are being redeemed, or
(b) on any Interest Payment Date, if only part of the Series
1987 Bonds are being redeemed (in the event of condemnation of
a part of the Proj ect), as provided in Section 6.2 of the
Agreement, at a redemption price of 100% of the principal
amount redeemed, plus interest accrued to the redemption date.
\\?~
4. The Series 1987 Bonds are subject to mandatory
redemption in whole on the June 1 or December 1 which next
precedes a Stated Letter of Credit Termination Date, at a
redemption price of 100% of the outstanding principal amount
thereof plus accrued interest to the redemption date unless, at
least 60 days prior to any such June 1 or December 1, (a) the
Letter of Credit Bank shall have agreed to an extension or
further extension of the Stated Letter of Credit Termination
Date to a date not earlier than one year from the Stated Letter
of Credit Termination Date being extended or December 1, 2016,
whichever is earlier, or (b) pursuant to Section 5.11 of the
Indenture, the Company shall have obtained and delivered to the
Trustee an Alternate Letter of Credit wi th a termination date
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.
.
not earlier than one year from the Stated Letter of Credit
Termination Date for the Letter of Credit it replaces or
December I, 2016, whichever is earlier.
5. The Series 1987 Bonds are subject to mandatory
redemption upon a Determination of Taxabi Ii ty, as defined in
the Indenture, at a redemption price equal to 100% of the
".. principal amount thereof plus interest accrued to the
redemption date, at the earliest practicable date selected by
the Trustee, after consultation with the Company, but in no
.... event later than 60 days following the Trustee I s receipt of
notice of the Determination of Taxability. The term
"Determination of Taxability" means the receipt by the Trustee
of a ruling or technical advice by the Internal Revenue Service
in which the Company has participated or a written opinion by
an attorney or firm of attorneys of recognized standing on the
subject of municipal bonds selected by the Original Purchaser
of the Series 1987 Bonds or a Holder and approved by the
Company, which approval shall not be unreasonably withheld, to
the effect that interest on the Series 1987 Bonds is includable
in the gross income for Federal income tax purposes of a Holder
(other than a Holder who is a "substantial user" of the Project
or a "related person" as such terms are defined in the Tax
Regulatory Agreement).
6. The Series 1987 Bonds are subject to mandatory
sinking fund redemption at a redemption price of 100% of the
principal amount redeemed plus interest accrued to the
redemption date, on December 1 in each of the years 1993 to
2015, inclusive, in the amounts indicated below:
~ Amount Year Amount
December I, 1993 $115,000 December I, 2005 $180,000
December I, 1994 120,000 December I, 2006 210,000
.~ December I, 1995 125,000 December I, 2007 230,000
December I, 1996 130,000 December I, 2008 250,000
December I, 1997 135,000 December I, 2009 270,000
December I, 1998 140,000 December I, 2010 290,000
December I, 1999 140,000 December I, 2011 305,000
December I, 2000 140,000 December I, 2012 325,000
December I, 2001 145,000 December I, 2013 350,000
December I, 2002 150,000 December I, 2014 385,000
December I, 2003 155,000 December I, 2015 390,000
December I, 2004 160,000
Assuming no redemptions other than pursuant to the preceding
schedule, $410,000 principal amount of the Series 1987 Bonds
shall be payable at maturity on December I, 2016. Such
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mandatory sinking fund redemption obligations are subject to
reduction for Series 1987 Bonds otherwise redeemed or delivered
for cancellation.
If less than all Series 1987 Bonds are to be redeemed
at one time, the selection of Series 1987 Bonds, or portions
thereof in amounts of $5,000 or any integral multiple thereof,
to be redeemed shall be made by lot by the Trustee. If Series
........ 1987 Bonds or portions thereof are called for redemption and if
on the redemption date moneys for the redemption thereof are
- held by the Trustee, thereafter those Series 1987 Bonds or
portions thereof to be redeemed shall cease to bear interest,
and shall cease to be secured by, and shall not be deemed to be
outstanding under, the Indenture.
LEGAL OPINION
The following is a true copy of the opinion rendered
by Peck, Shaffer & Williams in connection with the issuance of,
and dated as of and premised on facts and law in effect on the
date of the original delivery of, the Series 1987 Bonds. A
signed copy is on file with the Issuer.
(facsimile)
Director of Finance
[Legal Opinion to be printed here]
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