HomeMy WebLinkAbout1981-06-08-1000AM-Regulari
i
CO-IMSSIONERS' COURT
- REGULAR ETETING
JUNE 8, 1981
i
r
i
. t.
I
I:
t
i'
i
I•
I"
I "
I
i .
I ,
A regular meeting of the Commissioners' Court of Brazos
County, Texas, was held in the Commissioners' Courtroom in
the Courthouse in Bryan, Brazos County, Texas, beginning at
10:00 A. M. on Monday, June 8, 1981, with the following
members of the Court present:
R. J. Holmgreen, County Judge, presiding:
Bill J. Cooley, Commissioner of Precinct 1;
Walter Wilcox, Commissioner of Precinct 2;
Billy E. Beard, Commissioner of Precinct 3;
W. A. Stasny, Commissioner of Precinct 4;
Frank Boriskie, County Clerk.
The following citizens and officials were in attendance:
Jann Snell
The Eagle
B. V. Elkins
Treasurer
Arnold Dittfurth
Assistant Auditor
Mary Nichols
Auditor
Dyanne Bull
WTAW News
Jim Thompson
KBTX-TV
Tammy L. Pardi
KAGC News
E. A. Wentrcek, Jr.
Juvenile Probation
Sheri L. Toumbs
Assistant Treasurer
Buddy Winn
Tax Assessor-Collector
Nancy Bates
KAMU
Pat Collius
KAMU
Bobby H. Yeager
Sheriff
W. S. Thornton
Lawrence, Thornton, Payne & Watson
Rick Porter
McCall Parkhurst & Horton
Cameron E. Cummins
Champlin Petroleum Company
The Court received, approved and ordered filed as sub-
mitted the following reports for May, 1981:
W. T. Sistrunk, County Extension Agent;
Mike McKinney, County Extension Agent;
C. Jack Hunter, County Extension Agent;
Mable Walker, County Extension Agent;
Wanda L. Pope, County Extension Agent.
The Court received, considered and approved the follow-
ing reports from County'and Precinct Officers showing official
fees of office collected and remitted to the County Treasurer
according to duplicate copies of the Treasurer's Official
receipts attached thereto:
•r
I'
I'
I j.
I
I, 7
{
i
r
- i z
I~
~h
1
• ,
C'j
r
REPORTS FOR MAY - MEETING OF JUNE
FRANK BORISKIE, COUNT' CLERK:
Fees $19,308.50
County Judge's Fees-------------------------------------- 265.50
County Attornty's Fees----------------------------------- 1,746.50
Sheriff's Fees------------------------------------------- 996.50
S:,nitary Disposal---------------------------------------- 1,025.00
Fines---------------------------------------------------- 7,516.00
.
Criminal Justice Fees--(52) 260.00
Law Enforcement Education Fund------- 52.00
P;i:;coilancous-------------------------------------------- 435,00
TOTAL COUNTY CLEIVS FEES $32,155.00
W. D. BUI.LEY, DISTRICT CLERK:
Fees-----------------------------------------------------$ 5,062.40
Sheriff's Fees------------------------------------------- 996.00
Sheriff's Jury Fees-------------------------------------- 510.00
District Attorney's Fees--------------------------------- 416.00
Fines---------------------------------------------------- 1,600.00
Trial and Jury Fees-------------------------------------- 85.00
Law Library Fees----------------------------------------- 742.50
Criminal Justice Fees--(9) 90.00
L.lw Enforcement Education Fund--------------------------- 9.00
Victims of Crime Fund------------------------------------ 105.00
TOTAL DISTalCT CLERK'S FEES $ 9,615.90
JEFFREY K. BROWN, COUNTY ATTORNEY $ 2,635.00
TRAVIS B. BRYAN, III, DISTRICT ATTORNEY $ 245.00
BOBBY II. YEAGER, SHERIFF $ 2,875.50
E. A. WENTRCEK, JR., JUVENILE PROBATION OFFICER $ 333.00
' DAN RICHARD BETO, ADULT PROBATION OFFICER $11,021.50
B. H. DE4EY, JR., JUSTICE OF PEACE, PRECINCT 4, PLACE 1:'
Fines $ 20.00
Constable's Fees----------------------------------------- 143.00
Small Claim Fees----------------------------------------- 9.00
Civil Fees------------------------------------------------ 112.00
Criminal Justice Fees--(1)------------------------------- 2.50
Law Enforcement Education Fund--------------------------- 1.00
Miscellaneous-------------------------------------------- 4.00
TOTAL JUSTICE OF PEACE, PRECINCT 4, PLACE 1 FEES $ 575.50
CAROLYN M. HENSARLING, JUSTICE OF PEACE, PRECINCT 4, PLACE 2:
Fi-es----------------------------------------------- =----$13,822.00
Sheriff's Fees------------------------------------------- 28.00
Criminal Justice Fees--(486) 1,215.00
Iaw Enforcement Education Fund--------------------------- 486.00
TOTAL JUSTICE OF PEACE, PRI-CI14CT 4, PLACE 2 FEES $15,151.00
MICHAEL B. CALLIIWI, JUSTICE OF PEACE, PRECINCT 7, PLACE 1:
Fines $ 433.00
Constable Fees------------------------------------------- 292.00
Small Claim Fees----------------------------------------- 34.00
Civil Fees----------------------------------------------- 148.00
Criminal Justice Fees--(20) 50.00
Law Enfocement Education Fund---------------------------- 20.00
TOTAL JUSTICE OF PLACE, PRECINCT 7, PLACE 1 FEES $ 1,027.00
A. P. BOYETT, JR., JUSTICE OF PEACE, PRECINCT 7, PLACE 2:
Fines $ 3,886.50
Criminal Justice Fees--(141) 352.50
Law Enforcement Education Fund--------------------------- 141.00
TOTAL JUSTICE OF PEACE, PRECINCT 7, PLACE 2 FEES $ 4,380.00
THE BRAZOS CIE"ETER----------------------------------------------$ 4,677.30
C0101ISSIONERS' COURT MLFTING - JUNE 8, 1981 CONTT-HUED
,
i VOLP 98
The 6ourt first considered the minutes of the meetings
i
held February 4, February 6, April 6, April 13, April 21,
April 27, May 11, and May 26, 1981. On motion by Commissioner '
Beard, seconded by Commissioner Cooley, the Court unanimously
R approved the minutes without change.
I
The Court next considered the following bids received for
the purchase of one (1) truck tractor with trailer dump for
Precinct 3:
g 1. Ted Wilkinson, Inc. - No bid
x
~ f
I ~
{
i
A,
a
I~
1
i
3
i
i
i
41 •
3
2. Twin City International, Inc. - $54,850.00
3. Allen-Jensen, Inc. - $60,680.00
Commisrioner Beard moved to accept the low bid of Twin City
International. Motion was seconded by Commissioner Cooley and
carried unanimously. Commissioner Cooley then moved to allow
the issuance of a Time Warrant for the required amount with
monies to be paid by Precinct 3, and to be secured by the
Right-Of-Way, Equipment, and Improvement Fund. The motion was
seconded by Commissioner Wilcox and carried unanimously.
On motion by Commissioner Cooley, seconded by Commissioner
Beard, the Court unanimously voted to amend the Foster Group
Home and Juvenile Probation 1981 Budgets. A copy of which is
attached to and made a part of these minutes.
On motion by Commissioner Beard, seconded by Commissioner
Cooley, the Court unanimously approved authorization for Pro-
ducers Gas Company to install a natural gas pipeline in the
right-of-way of Steep Hollow Road in Precinct 3. A copy of
the application is attached to and made a part of these minutes.
On motion by Commissioner Wilcox, seconded by Commissioner
Beard, the Court unanimously approved Requests For Change In
-Status Of Employees as follows:
Doug Groves Brazos Center
Paul Toliver ]Brazos Center
David Keuhler Brazos Center
Scotty Abbott Brazor Center
Jeffrey J. Kuhl Brazos Center
Elizabeth Dockery Brazos Center
Charlotte Payne Schendel County Clerk's office
Holly Mobley County Court At Law
r
1
7
•li' z
.w
f
~r
r
f
{
I'yr
I YYY
I' ' 1
V.`
n
t'
A„
t
1 i
z
I;
CO1,12;ISSIONERS' COURT M.EIE'TING - JUNE 8, 1981 CONTINUED
r
f
Janes W. James, III
District Attorney's
office
William R. Turner
District Attorney's
office
Henry C. Paine, Jr,
District Attorney's
office
Cynthia Hud:zon
District Attorney's
office
Cre-ory H. Parsons
Health Department
John D. Lattimore
Health Departz-mnt
henry Merka
Precinct 3
Charles Z~Iz^anek, Jr.
Precinct 3
F
M. Yolanda Myatt
Tax office
Sheri L. Toumbs
Treasurer's office
Cheryl L. Barris
Treasurer's office
Camilla Carrabba
Treasurer's office
Margie K. Jones
Treasurer's office
The Court proceeded to consider the followin
g Claims
submitted by the County Auditor for payment:
Capital Improvements
Claims 31
through
.2
Proposition II
' TYC
Claims 23
through
26
Ceneral Fund
Claims 1723
through
1935; omit 1827
Law Library
Claims 12
through
13
T Revenue Sharing-
Claims 19
through
20
" County Shop
Claims 109
through
126
Precinct 1
Claims 115
through
129
Precinct 2
Claims 119
throusz
136
Precinct 3
Claims 112
through
130
Precinct 4
Claims 86
through
100
On motion by Commissioner
Cooley, seconded by Commissione
r
Beard, the Court unanimously voted to pay the Claims as
' submitted.
t -
The Court next considered payment of a statement of
R. B. Butler, Inc. for work completed on the modifications
to the Brazos County Courthouse Annex and Tax office in
the amount of $158,882.48. On motion by Commissioner Cooley.
seconded by Commissioner Beard, the Court unanimously voted
0
to pay the statement of R. B. Butler, Inc. in the amount of
$158,882.48
On motion by Commissioner Cooley.
Stasny, the Court unanimously voted to
Public Weighers Bonds all in the amoun
Western Surety Company as surety:
1. Paul D. Fredericksen
2. Clarice Bredthauer
seconded by Commissioner
approve the following
t of $2,500.00 with
3. Sheila D. Lakey
4. Johnnie A. Ward
Commissioner Beard moved to advertise for bids to sell
all useable surplus equipment located in the Lilly Ice Cream
building. Motion was seconded by Commissioner Stasny and
carried unanimously,
r -D
i
COMMISSIONERS' COURT MEETING - JUNE 8, 1981 CONTINUED
I-L
6 ,
Y
v
The Court then recessed at 10:30 A.M. to reconvene at
i !
11:3G A.M.
i
.y
11:30 A.M.
!
The Court reconvened at 11:30 A.M. to consider a Resolu-
I
1
tion approving an agreement by the Brazos County Industrial
~ ~
Development Corporation to issue Brazos County Industrial
I
I
i
Development Corporation Industrial Development Revenue Bonds
I
'
(Champlin PaLroleum Company Project) Series 1981 and the
indenture providing for the issuance of such bonds. The
Resolution was introduced for the consideration of the Court
and read in full. On motion by Commissioner Cooley, seconded
by Commissioner Board, the Court voted to adopt the Resolution
with Commissioners Beard, Cooley, Stasny and the County Judge
voting "Aye and Commissioner Wilcox abstaining. A full copy
,
i
of such Resolution and Certificate are attached to and made
a part of these minutes.
There being no further business to come before the Court,
I
the meeting was adjourned.
i
. 1
14
K
r~
4
i~
1
1
I
r
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
1, A
n
a
r
fem.,...
i
AM!1l?,L,'MNG THE iZlrU~~f:'C Ft,11{ 1WA1()%' C()tit:'f'Y FOR 11 EAR 1 `J::1
S
t
r
On, this the 3 k1a of ' Jut7e 1()81 nt a 1'eguIar
CL, -r~issitine r, Court the fc~lloc.'in~, ,n,:nhers were hre;:cnC:
ti~Il t_~'~;tl roll qty Judge
J...L......--.. . - - - r~
4
G i 1 t Cc~Ca -P Commmtssloner Prect. P1
'
Cununissioner !'rect. #2
t
Commissioner Prect. X13
i
Commissioner Prect. P4
County Clerk
s►
The following proceedings Were had:
'111Af WHEREAS, Oil Tune 8 , 19 81 the court heard and approved
R amondner►t for the year I ;;1 for Brazos County.
n11i R. an etTiorgency expcaulittire is neces-inry, due to grave public necessi
ty 1
to toot uc,u',,:n1 and i+ntor:;een conditivrs wit±ch could ne-t he real.onably inc
luded
.
in the orll ilial bu,'-,et for 1131 adopted Nove;rber 5, 1981
the followhig a-endmk:nt(s) to the original are hereby authorized;
1
Increase
(Decrease) i
nor,, r ttr%'nt R, ,n 4nn Arount
C- rOlt~) .Ik);ae closing) Delete entire rc7;iainin^ 'Loud--et ~2 i
O
$8
630
1t::~c~n11c Division 12-056-561 Salaries Juvenile P
{
increase
.
.
,
-
12-056-460 Salaries Childcare worker $5,158
increase
" 12-056-461.1 Retirement $ 980
increa,e
12-M16-461.2 Hospital Ins. $ 225
t
increa-le 1
12-056-461.3 Social Security 530
incr='z:;r• '
- 225 ~I,- - 'i
Dn-c-r :a :A E
Em,ployme-nt ins $ 60
12-056-1:61.5
increa s:: ~
;
_
~1T---•Tt-- I2'ZTjtr0 5-01 Ot Hca Supplies ~ JV'J
1ftC:~ ~:s.,qz~ :
33 her tzl of equipment $2 n'
" 12-056-6
^c='c•
-
" 12-056-"M 07 Office Furn. & equipment
r~.a~ `
TIIE C01%T1' Or
CCL'::TY"JUaGE FOR THE. CO'MISSIONERS COURT
'
t•
t
Original to - County Clerk's office to be attached to the ad.,.)ted buZ~et
C otiv to - County Auditors 0: f ice
,
r
t -
f
,
'
t '
~ ~`.r....r~.. r_..... - ~ 'l. r l I. ♦ ...Lr.~a... ~+....+•n :1 .•a.-.. ..~L•'_.W J.u4 Mme. .4«,.-..~.. _ _ - _
NOTICC OF PROPOSED I;'STALUTION Its COUNTY RIGHT-OF-WAY
To the Cotmissione:s' Ceurt of Brazos County. Texas
E:.:as County Courthouse
Btya,. Texas ~i
-
Fots:al notice is hereby given that Producer's Gas Company
I
. Applicant. proposes to place a
`
natural gas pipeline
within the right-
i
type of uttitty
!
j
of-way of Steep Hollow Road its
(Naze o road)
Itasca County. Texas as followst
The location or description of the proposed installation is more fully shown by
copies of the drawings attached to this notice.
I understand and agree Chats
1. The Co=is&Lcner of the Precinct in which the right-of-way lies must be notified'
f
`s•
prior to the beginning of construction in order that the Coccissioner might be on
hand to designate th's actual location of the installation.
r
2. That all damsZa to the roadways and ri6ghts-of-wa will be re aired
y p to their originaa
condition to the satisfaction of the Cocsaissioner in which the roadway or sight-of-way
'
lies. ,
3. That Brazos County reserves the right to require Applicant to relocate or lower any u
= such line ac no cost to Brazos County. should same become necessary due to widening
,
or lowering. or other alteration of the roadway or right-of-way.
i'
4. That Brazos County will in no way be responsible for any damage Est might occur to
any exist!n= utility lines in the right-cf-vay.
5. That the line will be constructed and maintained on the county right-of-way in actor-
~
dance with governing laws.
{
.
i
j
6. That 411 sites will be barraeaded during construction period.
(
Construction of this line will begin on or after the
day of June 19.
Producers Gas-Company
Firms
-
By s
Title, Di s i ct Operations Manager
,
DY C0::4ISSIO:MRS' COURT Addreess ~??_~_~j-mhPrl~•- p]acp _ Safi tp ZQQ
AFPAO~'CD
•
' The Woodlands, T't. 77380
(
~
-
0 -
- ~r
DA:E3
°
Phone1 713-367-8250 '
R. J. Halodreen
i
CCU-icy Judie
•
a
,
Y.
i
. r I , .
1` 111
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
•rr t : y 11 •1•• ` :•rr 1 j\' /'r - r •,:JI I ri', •ti I 1 0 . / _
f `J •p I a • 'Ir• ly': ? h~J•,i ~ J I r I ~ I ~ I 1
•+t • 1,/' I r' `r.1,4 r• i•• I FI' .i I I,~Ir ~ ,r~ ~ G•
► r` 10 to l ' rf Llr •w W r
4 ~ 1 I .t•. ~ t• rl v ~ + t hJr• `~•i ' f\~\ • ~1 0
•t e ti I 1 ~Y 1 ..y i f 1 t~ l ~'n . ✓ ` 1: , IC fi .v' i't~ rr+ C
tooo'
I/t ♦♦~v ~\/1 V •,f' r'' ! , /..4\ .r I tc, 4~ :1 ~ ~V ✓ w✓ Y, ~1 )p•/1'
• ♦ I ~ ~ ~1^1 ~ 'f' h of i ♦ ~ t'• 1 1 I r• ` ~ .i'_,, _r?•,
li• N. I . f. y I i >'i „ t`,o1 r ` + ~r~ Vr. rV •
%
. ~ ~ \ 1, rt. •L. )...t , \ ~ I r ;.mot ~ ' 7•r'", '1`• n r`
I ~ ~ \ \ • ,1 1 ',I ( ~ 1 • • T ~ ~ ~Krr. I / I,ry • q) ~ f r,'A • 1 • ~
' f ~ r ~r ~ r,♦ r , ~I ~ ~ • 1 `'•G ' ~ ,J/ i ` , ~'I' 11~ 1 • • a~J Y r ` r 'q,
rte. ;1't,,rr ._.V, .,i S'\rA' 40,~ • !'.1~ f•,J,/' ' .y
~'„~,fl ,off .•1~ ~ r~ ~i_ 4'~C.,I'+ • ^7' ~}.,.,f~ ~ • ~ ~'~Jf~t; :l... y•?, ~•lr • l'
111 1\• V~~ L=/`, ,1. r• r ^1 1 1 I rl 1~ ~~/.v
f . } 1 ♦I• :•Y. ~i+ ;,~`,,\.I~I. ! /If 1 ' /y, rr,/ *.w~ r/,y ♦IiS L~; G/ i•1~
♦ ! 1 . IS 'i l 1!~ ~Jlooo II 0 1 I k r r.
I 'll , r•r; '•i. `!\1 \.i,',r/\ /I 0
/'+•ti4- ,~(,!1!,~~"~:27 j' If\,.~ }
olo _ooo~~
1 I ` ~ • li ♦ ~ t'~ 'r ,1~~'1 (f/ ~ :;I~~• ~ 'r\j'., ~•VI"`rr\ ~ r•
f 'I ` ` Yt rl, 0 • ~i•{~'•~/~ ' 11 1 ' p 4 / V\ ^ Y ~Y
oo,
, -r . / • ••'`i ~ • \ r, ~ \f ,t. 171. ~
• 1 f f; vr~I I r.~A'r'r•\ t~!`/~~~ 4 '.J`R I
-J;•r•• ~ S 1\~ ' . '1) t.
♦"'l i• • 1 I . \ j1 • ! V • I'~ ' f f t ' • \ • L ~,,.L^~ f• I 'fir Q~•. •w. •
••p • ♦ ( r• • •\I Y' / r 1•ti l i.♦ L.`O•, j tYt1,(/~yQ~• ►fJ Yl''+•"-• r \I. 11(r, J ( •
% ~ • 1 •-,r,1\" •J - ;i. ,-~i •r/• is y/ rv: .tr' 1 1 I0•40 -
/ i 1 I It i • C
- ;ri f..✓ ^ ~ .r'Ir"+ 7:~v. .1 1, ;''17 I 1 (11~ f 'i' + I ■ ~''.J, •'1/ ' Fv ) ~I- • ~ 1
JL_ 4.
r •'r _ ~ ~'"_~+1,•.r .,n:~ ..ti'` .r. •\~Il t~ 't rtp, ,ti.~`~ f ~Y~~yc _ 1
' ~/r'~, / ti`_ vi, •Y J ~ :r>~' +1 F vo• 1ti \ ~'^•r~ .✓'r l.t +~J: i;l \ ' ~ ~ 1 ~'►_'r
r( \ f , ' t ✓ t. fir/ / Y
tir \•.+A , ' / S + ; J} i • I.In l 1 • f l V' / , 1• r+r ~1
Y' , ` v. • r• Jr•r ` •'J • ..r•• . r\\ ; do .1 `1: ,ti'•'t~~L'^• 1~ ~ ~ 'a ' ~
•'I, 1 I, f r_ •/I \ I r'i' f , ,r+0',• .S ~),,JV ` l l h~ • r ,
%
1 • i~+✓ 1 ri r.I , ! 1 . •L 'r,•+` `J to .1 It •1 f\, .
1 ~ ~ r Ali ) i'..^'~~I;p r I ~ <
%
r: IT.
. / r I•/ r, t: ,1~ r .\,I .II ~ .l. 'J •'t-tl,i f'. ~l ~ \
\ rte. Z \ • + r~ . / r l , ! _ .l - .
_\ir \ ~I / , /,f. ""'r _'d \r- ~._.•7`I ~,/\111'"
, \ i It I t•. .7+ r y \ i .:.1 1 ~ .r./ ./'1~•~,i 1.,. v( I
1, 'I•' tll'1• rr 'Ir , f 1 / \I ` ``,.1 I-v.\
fQ'11 \\_•••_--'I1' ~•i-. 'tif! [~+i. 'i ~ •.•I rt/~. ~ ~ `yam,, '.,"~•l-`r-+r. •wr'I r~~~
t ~ I i' - 1, r / IC \ R•• ter.,
• ~,j• J; rte. < f ` p'/ 1 .J t `I ~ ` f•:t' ''r, _ i 1~+ ,
.....1 ~ 1 t.'..I \ i'r -L r • I • f ~ • I r / • • ~ • ` / 1 ~ -t 1 \
. r ' +•yn'. ' f ' l t Y `'r • \ / l ` r f I J 'J' I ~ ~ ~ r
r vet v. ~ ,{t " 1 J 1 I ~ r - :i
mot; . , ~ t., ..J ~ 1 r' . ~ , , ~ J \ ~ 1 r
+ - r . -
1
r °
r I '
~ 1 0 - 1
W - ° I
lot
.v ~ • I
~ L1 I
V
W !
~ v I I
1
XINIVUA ►S SPECIFIED I I I
BY LOV(PN16G tU1NOR11T.
EUT NOT LESS 1NAN 1'•6"
1 •
• I
1 1
• I
i C►RRIER PIPE
R010 CROSSING PIPE 1
(
f
!
M 0 T E S t
1 • • a
I 1. CROSSING INSTALLATION SHALL BE IN ACCORQANCE WITH APPLICABLE PERMIT. I
2- ROAD CROSSING PIPE SHALL EXTEND BEYOND THE RIGHT-OF-WAY LINE, FULL JOINTS OF
' PIPE SHALL BE USED, UNLESS OTHERWISE DIRECTED BY ENGINEER.
I
j THE TYPE AND MINIMUM REQUIRED LENGTII OF PIPE FOR CROSSINGS OF PUBLIC ROADS SHALL BE AS SPECIFIED
I i
ON ALIGNMENT SHEETS AND PERMIT DRAWINGSI FOR CROSSINGS OF PRIVATE ROADS IT SHALL BE SAME AS
! I
~ ADJACENT CARRIER PIPE. PIPE SHALL DE 1A10 STRAIGHT WITHIN LIMITS OF ROAD RIGHT OF-WAY. f
THIS TYPE OF CROSSING SHALL BE MADE AT ALL PUBLIC t PRIVATE ROADS WHERE CASING IS NOT REQUIRED
AND WHERE EITHER THE BORED OR THE OPEN CUT METHOD INSTALLATION IS USED.
i S. PIPE SHALL BE INSTALLED IN THE DIRECTION 10 CAUSE JOINT WRAPOVERLAP TO LAY OOWN..NOT PEEL BACK.
6. THE TRENCH EXCAVATED FOR THE PIPE SHALL BE PRCvFTLY fSACKFILLED IN A PROPER AND 14RKMANLIKC
14ANNER 10 THE SATISFACTION OF ENGINEER.
1
j 7. •
I +
!I 1 8. CATHODIC PROTECTION TEST STATION SHALL BE INSTALLEO.
{ ~ Y 1
9 MLRKERS SHALL BC INSTALLED AS SHOWN. '
! 10. BORING SHILL NOT 6E MADE THROUGH CARRIER PIPE. IF PILOT PIPE IS USED. IT SHALL BE FURNISHED
I
BY CONTRACTOR AND SHALL BE PROPERLY SIZCO.
i
PREPARED FOR
• ROAD CROSSING WITHOUT
PRODUCER'S GAS COMPANY C A S I N G
.t
x
1
,
,
r
It k ,
e
11
r w a
r
s d`
.1 -
116
•
~ r
r
t
,
i
CERTIFICATE FOR
RESOLUTION APPROVING AN AGREEMENT BY
F RAZOS COUNIV
INDUSTRIAL DEV::LOFmAEisT CORPORATION
TO ISSUE BO`1D3 FOR C:?AMPLIN PETROL UM COMPANY,
AND THE BOND RESOLUTION PROVIDING FOR
THE ISSUANCE OF SUCH BONDS .
`t V
n '
ji,
I
L
f ~
t
THE STATE OF TEXAS •
COUNTY OF rR AZOS
+
t
We, the undersigned officers of the Commissioners Court
of Brazos County, Texas (the "County"), hereby certify as
s
follows:
;
7
1. The Board of Directors of said County convened in
REGULAR TERM ON THE 8TH DAY OF JUNE, 1981, at the designated
,
meeting place, and the roll was called of the duly constituted
!
officers and me:tioers of said Commissioners Court, to-wit:
R. J. Holmgreen, County Judge
Bill Cooley, Commissioner
W. A. Stasny, Commissioner
Walter Wilcox, Co;:,missioner
Billy Beard, Commissioner
Frank Boriskie, County Clerk
and all of sa-l d pE. rrons we ro pvcocnt, except the following
absentees: A--
thus con:.tituting a cruorum. Whereupon, among other business,
the following was transacted at* said Term: a written
RESOLUTION APPROVING AN P.GREEMENT BY
BRAZOS COU.I='Y
INDUSTRIAL DEVELOPi'IENT CORPORATION
TO ISSUE BONNDS FOR Ci AM"IDLIN PE"'_ ROLEU:d CO?~IPANY,
AND T'.IE BOND RESOLUTION PRGVIDI::G FOR
THE I33'JANCE OF SUCH BONDS
was duly introduced for the consideration of said Commission-
er.,, Court arid read in full. It was then duly moved and
seconded that said Resolution be adopted; and, aster due
discussion, said ..,.lotion, carrying with it the adoption of
said Resolution, prevailed and carried by the following
vo 6,e :
AYES: All men-bers of said Commissioners Court shown
p~rc/:r, nt above voted "Aye", eXCCDt
1
VOLQ.PAGE 106
• NOES: ABSTENTIONS:
L_7Ek tzr L
2. That a true, full, and correct copy of the aforesaid j
Resolution adopted at the Term described in the above and
rI'
:oregoing paragraph is attached to and follows this Certifi-
cate; that said Resolution has been duly recorded in said (tl?
-Commissioners Court's minutes of said Term; that the above
and foregoing paragraph is a true, full, and correct excerpt ?
from said Commissioners Court's minutes of said Term pertain- i
ing to the adoption of said Resolution; that the persons:
? named in the above and foregoing paragraph are 'the duly chosen, qualified, and acting officers and members of said
Commissioners Court as indicated therein; and that each of
the officers and members of said Commissioners Court was
duly and sufficiently notified officially and personally, in
advance, of the time, place, and purpose of the aforesaid f..!•
Term, 'and that said Resolution would be introduced and
i considered for adoption at said Term, and each of said
officers and members consented, in advance, to the holding:
of said Term for such purpose; and that said Term was open y
to the public, and public notice of the time, place, and
purpose of said Term was given, all as required by Vernon's
Ann. Civ. Stat. Article 6252-17.:
SIGNED AND SEALED the 8th day of June, 1981.
rr
t
• rn
Ra e~
County Clerk County dge
(SEAL)
r ~u
r'
rr~
f~
.
r:
,1.
r
1
~
r
:1
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
{
. 1 ~
r `
RESOLUTION APPROVING AN AGREEMENT BY
BRAEOS COUNTY i
INDUSTRIAL DE` ELOPMAENT CORPORATION
TO ISSUE BONDS FOR CHA,rPLIN PETROLEUM COMPANY,
AND THE FOND RESOLUTI PROVIDING FOR
THE ISSUANCE OF SUCH BONDS
WHEREAS, Brazos County Industrial Development Corporation
was created under the auspices of Brazos County, Texas; and
WHEREAS, it is deemed necessary and advisable that this
Resolution be adopted.
THEREFORE, BE IT RESOLVED BY THE COMISSIONERS COURT OF
BRAZOS COUNTY, TEXAS THAT:
Section 1. The "Loan Agreement between Brazos County
Industrial Development Corporation and Champlin Petroleum
Company", in substantially the form and substance as attached
to this Resolution and made a part hereof for all purposes,
is :!ereby approved, and Bonds in the principal amount of
$1,000,000, may be issued pursuant thereto for the purpose
of prying the cost of acquiring and constructing or causing
to be accuired and constructed the Project as defined and
described therein.
Section 2. The "Resolution Authorizing the Issuance of
Brazos County Indus-trial Development Corporation Revenue
Bonds, Series 1981 and the Ex-cution of a Trust Indenture
(Champlin Petroleum Company Project)", in substantially the
for: and substance attached to this Resolution and made a
part- hereof for all purposes, is hereby s:ecifically approved,
gird the Bonds may be issued as provided for therein.
Section 3. The "Guarantee Agreement between Brazos
County Industrial Development Corporation and Union Pacific
Corpora -ion", in subs tan* Tally the fora: and substance attached
to this 'Resolution and made a part h-:reof for all purposes,
is hereby approved.
Section 4. The "Bond Purchase Agreement among Brazos
County Industrial Development Corporation, Union Pacific.
Corporation, Champlin Petroleum Conip'any and Cold-man, Sachs &
Co. in substantially the form and substance attached to the
~tesolution and made a part hereof for all p::=poses, is
hereby approved.
i
s
i
l j ..a ..,•+.I.i.~.. ,r _I'. ! ~`.•~..•i .u.e.T.,._.(._-. ..3.1.t ..`...-.`wi." . ..7,. • J. c. r
VoLp.0AGZ.
a
LOAN AGREEMENT
Y BETWEEN,
to BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
r,
s
F AND
b CHAMPLIN PETROLEUM COMPANY _
' I r
~Yr ~r * ~k trr tlr ~r ~ ~It ~t tk * ~k ~r tk ik ~k ~k BAs 11r
s The Brazos County Industrial Development Corporation
has assigned to Republic National Bank of Dallas, Dallas,
Texas, as Trustee under the-Trust Indenture dated as of the
• date hereof, all of its interests in all "Installment Loan
Payments" due pursuant to and under this Loan Agreement to
secure its Revenue Bonds, Series 1981 (Champlin Petroleum
l
Company Project).
Brazos County Industrial, Champlin Petroleum Company
Development Corporation 5301 Camp Bowie Blvd
Brazos County Courthouse Fort Worth, Texas 76107 '
Bryan, Texas 77801
Republic National Bank of Dallas ;
Corporate Trust Department
One Dallas Centre
Dallas, Texas 75201
JWRl$r
- _ .~y ~ , w . ...tea.- _ .
46 I I
i t
e
TABLE OF CONTENTS
(The Table
of Contents is not a part of the Loan
Agree-
ment but
is for convenience of reference only.)
•
PAGE
Parties
f
y
ARTICLE I
DEFINITI
ONS; GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS
•
Section
1.01.
Definitions
i
1
Section
1.02.
General Recitals, Findings,
°
and Representations
4 '
ARTICLE II
TiiE PROJECT
t
Section
2.01'.
*Approvals and Permits
6
Section
2.02.
Acquisition and Construction
6
ARTICLE III
FINANCING THE PROJECT; TITLE AND OPERATION
Section
3.01•
The Loan
8
Section
3.02.
Security for the Loan
s
Section
3.03.
Repayment of Loan
8
Section
3.04.
Title
9
,Section
3.05.
Operation
10
Sectio-
3.06•
Indemnities
10
Section
3.07.
Issuer's Limited Liability
11
ARTICLE W
T:-'.E BONDS
Section 4.01•'
Issuance of Bonds
12
Section 4.02.
Refunding of Bonds
13
Section 4.03.
Redemption of Bonds in General
13
rA A% W!
109-
_ _
___w~.~..i:. e
.-_.r.., +.+.~ro-•v.. ft< r.. +.MHLV. :J. ~
VOLPLPAGE
_
PAGE
Section
4.04.
Installment Loan Payments
13
Section
4.05.
No Arbitrage =
14
Section
4.06.
Tax-Exempt Status of Interest
on the Bonds
14
Section
4.07.
-Payments to Issuer
15
'
ARTICLE V
1
rr
COVENANTS AND REMEDIES
Section
5.01.
Covenant
17
'
Section
5.02.
Trustee and Remedies
17
jj
I
Sectio.z
5.03.
General Provisions
17
Section
5.04.
Amendment of Agreement
18
1 '
ARTICLE VI
I
"f
'
SPECIAL COVENANTS
Section
6.01.
'Corporate Existence
20 r'
Section
6.02.
Assignment
20
`
Section
6.03.
Financial Reports.
21
P
;
~
.
r
Section
6.04.
Term of Agreement
21
• t
Section
6.05.
Termination
21
I`
Section
6.06.
Notices
21
:i
. •i
Section
6.07.
Severabilit
y
22
.
Execution
by -
the Issuer
22
I
Execution by
the User
23
'
Exhibit
A
24
s
~u..
j
- - _ . _ _ _ .
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
. 111111'
i `
'
t
LOAN AGREEMENT
t.
1 •
4 s
t
i '
R
This Loan Agreement dated as of June, 1981, between
Brazos County Industrial Development Corporation and Champlin
Petroleum Company.
W I T N E S S E T K:
• • ARTICLE I
DEFINITIONS; GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS
Section 1.01. DEFINITIONS. In addition to all other
words and terms defined herein, and unless a different
meaning or intent clearly appears from the context, the
following words and terms shall have the following meanings,
respectively, whenever they are used herein:
Act - The Development Corporation Act of 1979 (Chapter
700, Acts of. the Regular Session of the 66th Legislature) .
Agreement - This Loan Agreement, together with Exhibit
A attached to this" Loan Agreement, and all amendments and
supplements to this Loan Agreement.
Approving Officer - Any officer of the User designated
in a certificate of incumbency of the User as may be provided
to the Trustee from time to ti -ne.
Article - Any subdivision of this Agreement designated
with a roman numeral.
Board or Board of Directors - The lawfully qualified
board of directors of the Issuer.
Bondholder - The bearer of any Bond. not registered as
to princioal (or registered to bearer) or the owner of any
Bona registered as to principal (except to bearer)
Bond Counsel - An attorney or firm of attorneys experi-
enced in matters relating to municipal bond law and the tax
exemotion of interest on Lsnds of states and their political
subdivisions, selected by the Issuer and satisfactory to the
Trustee and the User.
Bbnd Resolution - The Initial Bond Resolution and each
resolution of the Board of Directors authorizing the issuance
of Bonds (including the Trust Indenture prescribed and
authorized to be executed in the Initial Bond Resolutien)
such resolutions or such Trust Indenture.
= together with any sippl.emental resolutions or amendments to
.
`mot
, - - .
,
' 1:.~.-.•...+•
- I
.`w°s'Lw .~"..w~.r...+~..~......~~~. w........._......w..._...~-r......~....,......-... r.-.+...~.____ _r:a.n...........i.•.v..r_...tJ..tw s•...r..c... ,.....a..
Z
Bonds - Any and all revenue bonds of the Issuer issued
and delivered to finance and pay for all or any part of the
Cost of the Project pursuant to the Act and this Agreement,
including initial series or issues of revenue bonds an-1
.3
revenua bonds issued to finance and pay for all or any part
of the Cost of completing the Project, and any revenue bonds
issued for the purpose of refunding or replacing any Bonds.
.
Code - The Internal Revenue Code of 1954, as amended.
;
.
~t
Construction Fund - The segregated account or accounts
into which certain proceeds from the sale and delivery of
each series of Bonds will be deposited as provided in each
Bond Resolution (excepting any Bond Resolution authorizing
s
revenue bonds to refund any Bonds).
Cost - with respect to the Project, the cost of acquisi-
tion,, construction, reconstruction, improvement, and expan-
sion of the Project as provided in the Act, including, with-
out limitation, the cost of the acquisition of all land,
rights-of-way, property rights, easements, and interests,
the cost of all machinery and equipment, financing charges,
interest during construction, necessary reserve funds, cost
;s
of estimates and of engineering and legal services, plans,
•j
specifications, surveys, estimates of cost and of revenue,
=
other expenses necessary or incident to determining the
feasibility and practicability of acquiring, constructing,
reconstructing, improving, and expanding any such Project,
administrative expense, and such other expense as may be
necessary or incident to the acquisition construction,
reconstruction, improvement, and expansion thereof, the
placing of the same in operation, and the financing of the
.
~
Project.
i
Debt Service Fund - The segregated account or accounts
•
in which Installment Loan Payments will be deposited as pro-
vided in each Bond Resolution.
L~
Governmental Unit - Brazos County, Texas, a political
.
subdivision of the State of Texas.
Guarantor - Uriion Pacific Corporation, a corporation
organized and existing under the laws of the State of Utah.
•
Guarantee Agreement - The Guarantee Agreement dated as
-
of the date hereof between the Issuer and the Guarantor,
which agreement is attached hereto and made a part hereof
for all purposes.
• r
I
ti
4
Z
;
s•~
r r
;+l• Jr
I
'
1
•
'
, ,
r
,
!
! t '
,
•i
.
'
d.i _+,L , ttyrrr ~''_Y•~r' ~
41
, ~ . . - ~
1
i-
is
l•
if.
.
Initial Bond Resolution - The Bond Resolution adopted
by the Board of Directors, authorizing the issuance and
delivery of Brazos County Industrial Development Corporation
Revenue Bonds, Series 1981 (Champlin Petroleum Company Pro- ;
Jett) in the aggregate principal amount of $1,000,000.
Issuer - Brazos County Industrial Development Corporation. f;
Installment' Loan Payments - Payments required to be
made by the User to amortize each series or issue of Bonds, }
as provided for in the applicable Pond Resolution, including ~
' the principal of, redemption premium,, if any, and interest
on such '.cads when due (whether at stated maturity, upon
redemptic:, prior tc stated maturity, or upon acceleration of
stated maturity), and all fees and expenses of the Trustee,
Rtgistrar, and any Paying Agent for such Bonds, together
with any other payments required by such "Bond Resolution or
the Trt..,:,t Indenture.
Loan -.The loan of the proceeds of the sale of the
Bondi as described in Section 3.01.
Paying Agent - The Trustee and any other paying agent
for an issue or series of Bonds named in the Bond Resolution
authorizing such Bonds.
Project - The land, buildings, equipment, facilities, '
and inorovements described in Exhibit A to this Agreement.
Registrar - The registrar for the Bonds named in the
Bond R:.aolution.
Regulations.- The regulations promulgated by the United
States Treasury Department pursuant to the Code.
Section - Any subdivision of this Agreement designated ,
by arabic numerals.
Trust Indenture - The trust indenture, including all
supplements and amendments thereto, prescribed in and executed
and delivered pursuant to the Initial Bond Resolution.
Trustee - The corporate trustee named under the Trust
Indenture, and its successors or assigns.
User - Champlin Petroleum Company, a corporation organ-
ized and existing under %-ne lairs of the State of Delaware
and fully ~;aali_fied to transact business in the State of
Texas, and its herein permitted successors and assigns. _
• r
' References in the sincilar number. in this Agreement l
shall be considered to include the plural, if and when 4
appropriate.
Section 1.02. GEVERAL RECITALS, FINDINGS, AND REPRESEN-
TATIONS. (a) The Issuer is a nonstock, nonprofit industrial f
development corporation organized and existing under the 1
laws of the State of Texas, including particularly the Act.
(b) The Issuer is a duly constituted authority and `
public instrumentality of the Covernmental Unit, apolitical 1
subdivision of the State of Texas, within the meanings of
the Regulations and the rulings. of the Internal Revenue.
Service prescribed and promulgated pursuant to Section 103
of the Code, and the Issuer is functioning and acting solely `
on behalf of the Governmental Unit.
(c) The User is fully qualified to transact business
r'
in the State of Texas, and is fully authorized by law and
corporate proceeding to execute this Agreement.
(d) This Agreement is authorized and executed pursuant
to applicable laws, including the Act. }
(e) The User has requested the Issuer to finance the
Cost of the Project.
(f) The Issuer has determined, ir. the public interest, f
that it will finance the Cost of the s'roject, and loan money
to the User for such purpose in the manner provided in the
Act and this Agreement.
(g) Based solely on representations made by the User
to the Board of Directors and to the Texas Industrial Commis- f r
Sion, the Boar) has officially found and determined and j
hereby officially finds and determines (i) that the Issuer's r
financing the Cost of the Project, in the manner provided in i
the Act and this Agreement, will constitute the carrying out
of a vital public,purpose, under the Act and the Texas
Constitution, which will benefit and protect the health,
safety, right to gainful employment, and general welfare of
the people of the State of Texas, (ii) that the Project
constitute: an "Industrial Project" within the meaning of
the Texas lr,:u:•trial Commission's Rule 103.03.01 et. seq.
• and is requirt-d or suitable for the promotion of commercial j
or industrial development and expansion, the promotion of j
_ employment, and for use by commercial, manufacturing, or
industrial enterprises, (iii) that the Project is in further- y#`~
ance of the public purpose of the promotion and development i
• of new and expanded industrial and manufacturing enterprises }
to promote and encourage employment and the public welfare,
K.
. ' 1(
• +i '[•i III
{ 4
' 4 -
S 1
A and (iv) that the User has the business experience, financial
resources, and responsibility to provide reasonable assurance
that the Bonds and the interest thereon will be paid from
the Installment Loan Payments as the same become due.
(h) The governing body of the Governmental Unit has
approved this Agreement by written resolution as required by
the Act.
(i) The Issuer and the User have taken all action and
• have complied with, all provisions of law with respect to the
execution, delivery and performance of this Agreement and
the due authorization of the consummation of the transactions
• contemplated hereby, and this Agreement has been duly executed
and delivered by, and constitutes a valid and legally binding
agreement of, the Issuer and the User, enforceable against
the respective parties in accordance with its terms,
s _
(j) The execution of this Agreement and the performance
of the transactions contemplated hereby will not violate any
law or regulation, or any Articles of Incorporation, Charter,
E or Bylaws, or any judicial order, judgment, decree, or
injunction, or contravene the provisions of or constitute a
default under any agreement, indenture, bond resolution, or
other instrument to which the Issuer or the User is a party.
3 NOW THEREFORE, in consideration of the covenants and
agreements herein made, and subject to the conditions herein
set forth, the Issuer and the User contract and agree as
i follows:
• D
ic,
r./ t .r4.:_y.:.. 7.). iiVW...n....v,. w ~.rw•vw•w-...as.r~...r•. rar.....r.r..r.. Y.1,.~ •w.. i wy,,,.~.ti.•..-~.i..e.~..r~-.•..~.•..w..a- -•~ra..,.... Y _ I '
ARTICLE II
'
rHE PROJECT
Section 2.01. APPROVALS AND PERMITS. The Issuer and..
the User agree to use their best efforts to obtain the
necessary approval of this Agreement by the Texas -Industrial
Commission as required by the Act, prior to the issuance of
the Bonds, and to obtain all other permits necessary with
respect to the acquisition, construction; equipping, and
furnishing of the Project.
1
i
•
Section 2.02. ACQUISITION AND CONSTRUCTION. (a) The
Project shall be acquired, constructed, equipped, and fur-
'
nished with all reasonable dispatch, and the User will use
its best efforts to cause such acquisition, construction,
equipping, and furnishing to be completed as soon as practic-
able, delays incident to strikes, riots, acts of God (includ-
ing storms, floods, blue northers, etc.or the public
enemy, or other causes beyond the reasonable control of the
User only excepted; but if for any reason there should be
!
-delays in such acquisition, construction, equipping, and
furnishing there shall be no diminution in or postponement
i
of the Installment Loan Payments to be made by the User
hereunder, and no resulting liability on the part of the
Issuer.
(b) The User shall acquire, construct, equip, and
furnish the Project or cause the Project to be acquired,
`
constructed, equipped, and furnished and the Issuer shall
,
have no responsibility or liability whatsoever with respect
to the Project and the acquisition, construction, equipping,
and furnishing thereof. It is agreed and understood that
the User has entered into and executed and will enter into
t
and e:;--cute all agreements and contracts necessary to assure
,
and accomplish the actual acquisition, construction, equip- ,
ping, -ioc-. furnishing of the Project (and that the Issuer i
shall not execute any such agreements or contracts) and that
the User will carry out, pay, supervise, and enforce all I
Such agreements and contracts, and will provide for such
insurance on and in connection with the acquisition, construc-
tion, equipping, and furnishing of the Project as it deems
necessary or advisable or as is required by law and this
' Agreement. The User shall pay, from proceeds from the sale
and delivery of the Bonds loaned to it pursuant to this
Agreement, and from any available income or earnings derived
therefrom,, and from other funds of the User to the extent
necessary, t:9'entire Cost of the Project. The User shall
promptly pay all taxes, including specifically all sales
taxes and ad valorem taxes, in connection with the Project
and the acquisition, construction, equipping, and furnishing
thereof. The Issuer shall loan certain proceeds from the
}
- C
~i
3 -
i
I
r
r%
n
i
I kl
a.-
' 'T
i
I _
w'
• ,`r .
J ,
. r.. ........ter-.. .r . - i . l . •
~
.
.
- • ~ .^..r • .r..
w~.~ ~ ~
sale of-the Bonds to the User to be used by the User to pay
all or.part of the Cost of the Project, in accordance with
proce :t• r e s to be established in any applicable Bond Resolu-
tion, including provisions for reimbursing the User for
paying all or any part of such Cost under the aforesaid
agreements and contracts for the acquisition, construction,
ecui; Ding, and furnishing of the Proj ect prior to the User's
receipt of the Loan as hereinafter provided. It is specific-
ally provided, however, that none of the proceeds from the
sake of the Bond-; will be used to reimburse the User for, or
to pay (and thUser hereby covenants and agrees not to
request reimbursement of or payinent for) any part of the
Cost of the Project if such use or payment would result in a
~aXab1e Event as defined in Section 4.06. Each Bond Reso'_u-
r
axon (excepting any Bond Resolution authorising revenue
{
bon ;s to refund any Bonds) shall contain appropri -ate provi-
'
sions with respect to the Construction Fund, to be drawn on
and administered as provided in such Bond Resolution.
A
I •
4
i
a
i
S '
P
1
I
4
1
S i
e -
q
` f .
_•r Y/15ir•a..11•'
•
Y•r•J•r ..~1•w• - ~-:.L.1.1.•i•••f...••;••A.W~+.wi•a~. +.•r,., Y•.._...«~ r..r,~.si.+- - -•uiNr•r.~r►iV~.l,...•wY~•AiYt r+.~.r:'{rrb'~W .
+
.
;
r
ARTICLE III
FINANCING THE PROJECT;
-
TITLE AND OPERATION
Section 3.01. THE LOAN. The Issuer -shall make the
:.t
Loan to the User by depositing into the Construction Fund
(or such other fund as specifically provided in the Bond
.
Resolution) the proceeds from the sale of Bonds in such
amount as is provided in, each Bond Resolution. The amounts
so deposited shall be advanced in the manner provided in the
•
Bond Resolution; and the User shall repay the Loan by making
the Installmant Loan Payments as provided in this Agreement
f
and the Bond. Resolution:
=
Section 3.02. SECURITY FOR THE LOAN. The obligations ~y
of the User under this Agreement shall be direct general
obligations of the User. The User understands that prior to
or simultaneously with the issuance of the Bonds, the Issuer
I
j
.
will assign to the Trustee under the terms of the Trust
~
i
Indenture all of the Issuer's right, title, and interest in.
'
and to the Installment Loan Payments. In addition, it is
recognized and understood that the Guarantor and the Issuer '
have entered into the Guarantee Agreement as additional
security for the payment of the Installment Loan Payments
for the benefit of the owners of the Bonds and as further
consideration for the Loan made hereunder. The Issuer will
assign its rights to the "Loan Payment Guarantee" due under
f
the Guarantee Agreement to the Trustee for the benefit of
3
the Bondholders.
!
Section 3.03. REPAYMENT OF LOAN. (a) Notwithstanding
any provision expressly or inferen'dally to the contrary
contained herein, the User unconditiniially agrees that it
shall make Installment Loan Payments to the Trustee (pursuant
!
to the aforesaid assignment by the Issuer) in lawful money
of the United States of America, and in such amounts and at
'
such times as shall be necessary to enable the Trustee to
'
make full and prompt payment of the principal of, redemption
'I
premium, if any, and interest on all Bonds when due (whether
at stated maturity, upon redemption prior to stated maturity,
`
or upon acceleration of stated maturity), and all fees and
expenaes of the Trustee, the Registrar, and any Paying Agent
`
!
mar such Bonds, and of all other amounts required to be paid
.
by this Agreement, each Bond Resolution and the Trust Inden-
t,
cure. Upon the issuance and delivery of Bonds to the initial
purchaser thereof, and the deposit of the proceeds derived
j,
therefrom into the accounts established in the Bond Resolu-
;
tion, the User shall have received, and the Issuer shall
}
have given, full and complete consideration for the User's
ti
obligation hereunder to make Installment Loan Payments. The
,
:j
obligations of the User to make the payments required by
`
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
}
•
s .
_ i 5•
I
i
1
,
this Agreement shall be absolute and unconditional (except
as provided in Sections 6.01 and 6.02), and shall not be
subject to diminution by i3et-off, recoupr.~ent, countercla.m,
abatement, or otherwise; and until such time as all Install-
ment. Loan Pav.ments shall have been made or orovi --ion therefor
zhall have been made in accordance with' each Bond Resolution
and the Trust Indenture, the User: (i) will not suspend or
discontinue, or permit the suspension or discontinuance of,
any payments provided for in this -•greemert; (ii) will
perform. and observe all of its other agreements contained in
this Agreement; and (iii) will not terminate this Agreement
for any cause including, without limi.-ing the generality of
the foregoing, failure of the Proj,.,.c to comply with the
plans and specifications therefor, any acts or circumstances
that may constitute fa.lure of consideration, destruction
of, or damage to the Project, frustration of commercial
purpose, any change in the ;.ax or other laws or administrative
rulings of or administrative actions by the United States of
America, or the State of Texas, or any political subdivision
of either, or any failure of the Issuer to perform and
observe any agreement, whetter expressed or implied, or any
duty, liability, or obligation arising out of or in connection
with this ?'.3ree:^ent. Nothing contained in this Section
shall be construed to release the Issuer.fron the perfor:^ance
of any of the agreements on its part contained herein; and
in the event thc, Issuer shall fail to perform any such
;,reemtent on its part, t`.•:: User mad inztitute such action
again_zt the Issuer as the Usar may deem necessary to compel
performance, -provided that no .such action shall violate the
agreements on the part of t'_•_^.e U^er contained in this Section
or postpone or diminish the amounts required to be paid by
the User pursuant to this Agreement.
(b) Notwithstanding the foregoing, it is the intention
of the parties hereto to conform strictly to the usury laws
now in fore in the State of Texas, and any provision A.or
any payment contained herein and in such Bonds and the,
interest coupons acpertai::ir.:; thereto, if any, shall be heldA
to be subject to re luction. to amount allowed u :der said
usury laws as now or hereafter construed by the courts
having jurisdiction. This provisrion shall be hell d to operate
to deny the owners of the Sends and the interest coupons
appertaining thereto, if any, the right, in any event, to
collect usury.
Section 3.04. TITLE. ",'ha Issuer Zhall ha--e no right'
title, or interest in and to the Project. Except or along
the Loan to the User from the source and in t. mar.^er
provided in this Agree-rent, t h I .:,i e i s i:ali not be rL::~i^~/ons{
w. • ~ r.C ' r -
ble or liable in any :Wanner for any claims, losses, damages,
z
i
t
i
i
1
i
i
+ e ,
c ,
i `
i
i
p~ nr~ltlc:~, coats, taxes, or f;r•as wi i-I resipect to the aca,_-isi-
tion, construction, equipping, furnishing, ins _al latiorn,
i opr_r. `ion, mai11teliance, or oWr.e_ s iq ey the ?ro i tact.
1 - ~ f
1
/.70
Section 3.05. OPERATION. The User represents and
covenants that it will operate and maintain the Project, or
cause the Project to be operated and maintained, and will
pal, or cause to be paid, all costs and expenses of operation'-
and maintenance of the Project, including all applicable
.
taxes, and that it will keep, or cause to be kept, in force
adequate insurance, including self-insurance, on the Project
as is customarily carried by persons engaged in the same
j'
business and operating facilities like the Project. It is
•
understood and agreed that the Issuer shall have no duties
,
or responsibilities whatsoever with respect to the operation
or maintenance of the Project, or the performance of the
Project fog its designed purposes.
Section 3.06. INDEMITIES. The User releases the
~r
Issuer, its officers, directors, employees, agents, and
j
attorneys and the Governmental Unit, its officers and employees
and the members of its governing body (collectively the
"Indemnified Parties") from, and the Indemnified Parties
shall noc be liable for, and the User agrees and shall
protect, indemnify, defend, and' hold the Indemnified Parties
A
harmless from any and all liability, cost, expense, damage
or loss of whatever nature (including, but not limited to,
attort.ays' fees, litigation and court costs, amounts paid in
settlement, and amounts paid to discharge judgments) directly
or indirectly resulting from, arising out of, in connection
i
with, or related to (i) the issuance, offering, sale, or
delivery of the Bonds, the Bond Resolution, the Trust Inden-
ture, and this Agreement and the obligations imposed on the
Issuer hereby and thereby; or the design, construction,
installation, operation, use, occupancy,. maintenance, or
ownership of the Project; (ii) any written statements or
representations made or given by the User or any of its
t•
officers or employees, to the Indemnified Parties, the
Trustee, or any underwriters or purchasers of any of the
Bonds, with respect to the Issuer, the User, the Project, or
the Bonds, including, but not limited to, statements or
representations of facts, financial information, or corporate
'
~
(iii)
affairs; ( dawta9a to property or any injury to or death
s
of any person that may be occasioned by any cause whatsoever
l
pertaining to the Project; and (iv) any loss or damage .
+
incurred by the Issuer as a result of violation by the User
i
i
i
f
i
t
I
I
of the provisions of Sections COS or 4.06. The provisions
of the preceeding sentence shall remain and be in full force'
and effect even if any such liability, cost, expense, damage
' or loss or claim therefor by any person, directly or indirect-
ly results from, arises out of, or relates to or is asserted-.
to have resulted from, arisen out of, or related to, in
'i whole or in part, one or more negligent acts or omissions of
the Issuer or the Governmental Unit or their officers,
directors, employees, agents, servants, or any other party
,s 10
Ali'
i
•i
-J
• r :i,t~;'.•('r,• r 1 .r 1, r,,: - ./r`:~`~/ V3 .
'h
t
I ~
4
0
acting for or on behalf of the Issuer or the Governmental
Unit in connection with' the matters set forth in clauses (i)-
through (iv) of said sentence.
Section 3.07. ISSUER'S LIMITED LIABILITY. It is
recognized that the Issuer's only source of funds with which
to carry out its commitments with respect to the Project and
this Agreement will be from the proceeds from the sale of
the Bonds; and-it is expressly agreed that the Issuer shall
have no liability, obligation, or responsibility with
reopec to this Agreement or the Project except to the
extent of funds available from such Bond proceeds. If, for
any reason, the proceeds from the sale of the Bonds are not
sufficient to pav all t!:~ Cost of the Project, the User
shall complete the Project and pay all such Cost from its
own funds, but it shall not be entitled to reiryzursement
therefor unless additional Bo::ds are issued for such pur-
pose, cr to any diminution in or postponement of any pay-
ments required to be made by the User hereunder.
CIO
- -
J, W'r •^w:_..^, •~t•r- r+r ...w_..~.,~....._+.a...•...-.V_......._-......__.-._.......~. ^..«....r......~.,. -L............,....w. i..,....._,. ..r:•~.:.
I
%10L~LWIG C-12Z
ARTICLE IV
THE BONDS
Section 4.01. ISSUANCE OF BONDS. (a) In consideration
of. the coveiiants and agreements set forth in this Agreement,
• and to enable the Issuer to issue the Bonds to carry out the .
intents and purposes hereof, this Agreement is executed to
assure the issuance of such Bonds, and to provide for the
due and punctual payment by the User to the Trustee of the
Installment Loan Payments. The User shall make the Install-
meet Loan Payments, for the benefit of each series or issue
of Bonds, to the Trustee for deposit into the Debt Service
Fund as provided in each Bond Resolution.
(b) Simultaneously with the authorization of this
Agreement by the Board of Directors, such Board has adopted
the Initial Bond Resolution. Upon the request of the User,
and only upon its request, the Issuer shall, when it becomes
necessary or advisable, authorize and use its best efforts
to sell and deliver additional Bonds, in one or more series
er issues, in aggregate principal amounts sufficient to pay
the Cost of the Project; provided, however, no such addi-
tional Bonds shall be issued in an amount in excess of that
permitted by Section 103(b)(6)(A) of the Code and, provided
further, that no additional Bonds shall be 'issued without
the prior express approval of the Texas Industrial Commission.
Each Bond Resolution (including the Trust Indenture authorized
by the Initial Bond Resolution) shall be subject to the
written approval of the Approving Officer and the provisions
of any Bond Resolution and the Trust Indenture shall not be
binding' or effective upon the User unless and until such
approval is given. It is.hereby agreed that such approval,
if and when given, shall constitute the acknowledgment and
agreement of the User that such Bonds, when issued, sold,
and delivered as provided in such Bond Resolution, will be
issued in accordance with and in compliance with this Agree-
ment, notwithstanding any other provisions of this Agreement
or any other contract or agreement to the contrary. Any
Bondholder is entitled to rely fully and unconditionally on
any such approval. Notwithstanding any provisions of this
Agreement or any other contract or agreement to the contrary,
if and when the Approving Officer gives written approval of
any Bond Resolution (including the Trust Indenture authorized
by the Initial Bond Resolution), all covenants and provisions
in such Bond Resolution and the Trust Indenture affecting
the User shall, upon the delivery of such Bonds and the
Trust Indenture, become unconditional, valid, and binding
covenants and obligations of the User so long as said Bonds
and the interest thereon are outstanding and unpaid. Parti-
cularly, the obligation of the User to make, promptly when
due, all Installment Loan Payments specified in each Bond
Resolution and the Trust Indenture shall be absolutx and
unconditional, and said obligation may be enforced as provided
r j .
.t
ff
tl
1..,
~ t
l S
1
11t
12
k
S4
r,}
r~
k,
lr
F,
S•
I"
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
1 ;
.,1
_4
J~
_ 1+CL~f4 t•!' ~ J~ ~ ~.4, lH, y." ~•2 rl if,: }r4 ar a
if 1 , - _ •
in each Bond 'Resolution and the Trust Indenture, regardless '
of any other provisions. of this Agreement or any other
contract or agreement to the contrary. It is further the 1
intention of the parties to this Agreement that if any such
writ-=r• approval of any Bond Resolution and the Trust Inden-
i tur!_- is given by the Approving Officer sF-..d approval shall
constitute and be the equivalent of the approval of such '
Bond Resolution and the Trust Indenture by the Uzer and its
board of directors, and the provisions of such Bond Resolution
and t'::e Trust Indenture affecting the User shall constituCe
the unconditional obligations of, and be binding upon, the
User with the effect described above.
Section 4.02. REFUNDING OF EONDS. After the issuance
of any Bonds, the Issuer shall not refund any of the Bonds '
or change or modi f•y the Bonds in any way, except as provided
for in the Bond Resolution, without the prior written approval
of the ;-.pp-.o-,.ring Officer, and without the prior exprezs
approval of t2:e Texas Industrial Commission, nor shall the
Issuer redeem any Bonds prior to their scheduled maturities,
or chance or modify any Bond Resolution, without the prior
written anr> Oval of the Approving Officer, unless such
redemption is required by a Bond Resolution.
Section 4.03. REDEMPTION OF BONDS. Provision shall be
made in each Bond Resolution for the redemption of Bonds
prior to 'maturity, under such terms and conditions as shall
be set forth therein. The redemption of any outstanding
Bond's prior to maturity at, any time shall not relieve the
User of its unconditional obligation to pay each remaining
Installment Loan Pa}%nent as specified in any Bond Resolution
or the Trust'Indenture. The User also shall comply with and
be bound by all provisie s of this Agreement and of each
Bond Resolution and the Trus c Indenture with respect to the
mandatory and optional redemotion of Bonds.
Section 4.04. INSTALL►'rEITI' LOAN PAWXNTS. (a) Payment
of all Installment Loan Pavments shall be made and deposited
as required by each Bond Resolution and tl:e Trust indenture
inclur-l:.ng all such payments which may come due because of
tree acceleration of the maturity or maturities of any Bonds
upon 6,.~f.ault, or otherwise, under the provisions of the
Trust Ir~c?F.:nture. If any available funds in excess of current
requir`Illents are held on deposit in the Debt Service Fund at
the zing:: payment of any lristalit:gent Loan Payment is due,
L;uch pay, ,Qnt may be 1'educt.:d :-)y the amount oL the funds so
hold on d,-;Posit. The Uiur shall have the ricJllt t~~ 1,:.a~~ZI
all or a p,-)-rt' ,.n ;f any Ii:::tallniev.t Loan Payment at any
tire. :;:,cn pr#_-pa71n, :::t by the U_;ar ::mall nod reliave it
of liability for. each rc..maining Installiim~.,:t Loan Pay,Me-nz as
Pr.-Y•, 1, ed in ti iz Acyrtc a:t enl..- and each 13011d Rca;Olucion a11.1 tha
'!'rust 1..nderiture.
u
,
s-
.i
' J
13
• J, . r J.' l.. J,.l:., : i t - '•A•...Ni.^.a ti--l'T'.'7i'~±v _~F+1r r,,'.in~_ `t'.~•l.?'T .i~•r-~! h
(b) Recognizing that the Installment Loan Payments
will be the Issuer's sole source for the payment and perfor-
mance of its obligations to the Trustee, any Paying Agent,
°j
and the Bondholders under each bond Resolution and the Trust
Indenture, when any Bonds are delivered, the User shall be
unconditionally obligated to make and pay, or cause to be
made and paid, each Installment Loan Payment regardless of
whether or not the User 4'ctually acquires or completes the
Project, or whether or not the User actually approves, {
purchases, receives, accepts, or uses the Project; and such
payments shall not be subject to any abatement, set-off,
recoupment, or counter-claim; and the Bondholders shall be
entitled to rely on this agreement and representation,
notwithstanding any provisions of this Agreement or any yy
~
'
other contract or'agreement to the contrary, and regardless I
of_ the validity of, or the performance of, the remainder of ►
`
this Agree:ent or any other contract or agreement.
_
• Section 4.05. NO ARBITRAGE. The Issuer and the User
•
hereby covenant with each other and with the Bondholders
` that they will make no use of the direct or indirect proceeds I
'
of the Bonds at any time throughout the term hereof which
will cause the Bonds to be arbitrage bonds within the meaning
of Section 103(c) of the Code or the Regulations pertaining
•
thereto; and by this covenant the Issuer and the User are
obligated to comply with the requirements of the aforesaid
Section 103(c) and the pertinent Regulations.
Section 4.06. TAX-EXEMPT STATUS OF INTEREST ON THE I
'
BONDS (a) The User hereby covenants that (i) substantially
all the proceeds (within the meaning of Section 103(b)(6) of
the Code) from the sale of the Bonds will be used and expended
for the acquisition, construction, reconstruction, or improve- i
ment of land or property of a character subject to the
allowance for depreciation under Section 167 of the Code,
and (ii) except as otherwise set forth in a certificate
furnished to the Bond Counsel prior to the issuance of
Bonds, the acquisition, construction, reconstruction, or
improvement of the Project did not begin before July 30,
•
1980, nor was any work performed or any costs paid or in-
curred by the User or any other entity in connection with
such acquisition, construction, reconstruction, or improve- '
ment before that date.
(b) The User represents (i) that all of the proceeds I`
of the Bonds'are to be used with respect to the Project,
which will be located wholly within the Governmental Unit;
(ii) twat-the User will be the only principal user of the
Project within the meaning of Section 103(b)(6) of the Code;
f:
and (iii)-that, except for the 'Bonds, there will not be out-
standing on the date of delivery of the Bonds any obliga-
s,
tions of any state, territory, or possession of the United
,
" 14 `A
'
r
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
%
states, or any. political subdivision of the foregoing or of
th-.~ District of Columbia constituting "exempt small issues" =
k :thin -he meaning oz Section 1. 103-10 of the Reen:! atlons,
tI p:-oc:et-c'is of w?:ieh ha+.re boen or are to be used pr'im1r1? y
resneet to facilities located in the unincorporated
artl~:~ or Sra o:~; County, Texas er in any contiguous political
jurisdiction w:tr. r^_r oact to any contiguous or intecirated
faci li*ii ; within tine m: anincr of Sections
>
n
.7
)j
:r
i
r
d 1.103-10(d~(2)(~) 1.103-10(b) (2)-
(ii)(e) an of th
e Regulations, and wi-
a:
to be used principally by the User (including any per.3on
re'_a -ed to the UsAr within the meaning of Section 103 (b) (E) (C)
of tf1c- Codes) .
(c) The User further c.)venants and represents that it
ha3 not ta'Ken any action or permitted any action to be
to=:en, and that it will not take any action or permit any
a:: "ion to be taken, which wouici result in a Taxable Event,
a.^ iic :•ei~l~''tar defined, and that the User has no- failed to
i}:^ Z:ZC~ ';i1~. not f~ 11 to take any act.,on required to pt
the occurr nc': of a :,a::ahl e Event.
(d) As used herein, a "Taxable Event" shall mean:
( i) the a plication of the proceed3 of the Bonds
in such marinier that thi.- 3ords become "arbitrage bond_-"
wi thinn t1:e meanJ - a of Section 10-3(c) or the Code, with
the result-
_ _ Li t.,<. ~ Ir. •»G e•~ t on. the Londs is or .~ecol..es
::1CILI'dL ble- in t;:•16 dross of any Bcndhold`r; or
(ii) the application of the proceeds of the Bonds
in s:,c:11 m nner, or t::e o•-c..r=e:lce or non-occurrence of
any evert within the cc-.ntrol of the
User, with the
result that u`n,_ t.-,e Co':Ie and the Reg"''i D S, t
...LC. the
j.ntorest cn the ~~on,:l s is or Ibecoi: es includabl- ? r the
income any ( h r than a ~o`:dho_der
who 1s a or a "rt?13t~d perzon"
within the mr!.: rling of Section 1030(b)(9) o= th` Code) ;
or
(ii:) the violation .-y the User of a reoresenta-cion
~Iii•?:lt 411tI ::1°_ rC:.
or C ovena__ , cc ttai:,~c: in
Aar t:
that, and : _ the Code arci tale Rec ulat.ions, the -nte_-eSt.
on the Bends is or becomes ir. ludz.,ble in the gross
ineone of lanv Bond'1oldar (other than a Bondholder
.Y-V_- l
IS c; ~~St.JSt:: :tl:i~ uS?r" or t "rCla~:C:CS person"
the mean-i'ng Of Sec tlon 1031 (9) of t::e Cod;.) .
S:ct:on .0"'. ?A%7.,I.I'I:TS TO ?SSUE::. From the orc reds
of the :,all z,::u deliv,2ry of series or issue of Bo:ic~
t:h,~ •e a. ?1 be p1.~ i- a c.ll G C-1- ' a..,.it. -,r'S Zc'c33J!R1~12, ;Ct:1al
}lc"_'' c
tilt-•QF-JpC.~{?'", 2:~i~?:1:+~~: and costs of is-3uar.ce in cCn!1t"_C.t/0tl
i th C! :3011 .:i, in-Clu-14,1g, Without
. i
i l
f.
1
_ Y
i
.r 4
/ -
y~ i t S t r i '
• 15
. _ .~..4___-..•~c......__. _...:~..~Jrt.: -r._. _'4 ..,..+.~11•' • -,1 a.... J - .c.__.-._>r. vh y:..~•i...,._.~ ~ _
,i
•
f
1
'
all financing, legal, printing, and other expenses and costs
r;
of issuance incurred in issuing the bonds. In addition, the
'J=
Issuer shall receive out of such Bond proceeds an amount
{
equal to the amount specified in each Bond Resolution to pay
•
and reimburse the Issuer for its administrative and overhead
expenses directly attributable and chargeable to the issuance
or the Bonds and the acquisition, construction, equipping,
and furnishing of the Project. Also the User agrees to pay
directly to the Issuer annually while any of the Bonds is
•
outstanding, upon receiving a bill or statement therefor,
which shall be submitted by the Issuer promptly after the
close of each fiscal year of the Issuer, an amount sufficient
`
to pay anct reimburse the Issuer for any of its actual costs
.
reasonably and necessarily incurred in connection with the
.
f
Bonds and the Project during the previous fiscal year.
•
•
1
,
1
16
,
ti
(~I
ARTICLE V
COVENANT AND RE114ED I E S
Section 5.01. COVENANT. The User unconditionally
agrees and covenants with the Issuer and the Trustee that it
will pay, or cause to be paid, when due, each Installment
Loan Payment required and prescribed to be paid by it pursuant
to each Bond Resolution. The User further unconditionally
agrees and covenants to pay all reasonable expenses and
charges, legal or otherwise (including court costs and
attorneys' fees),, paid nr incurred by the Issuer and the
Trustee in realizing upon any of the said payments to be
made by the User or in enforcing the provisions of this
Agreement or any Bond Resolution or the Trust Indenture.
Section 5.02. TRUSTEES JAIM. REMEDIES. (a) The User is
advised and recognizes that the Issuer will assign all of
its right, title, and interest in and to all the Installment
Loan Payments required to be mada pursuant to this Agreement,
and the right to receive and collect same, to the Trustee
cinder the Trust Indenture. All rights against the User
arising under this Agreement or any Bond Resolution or the
Trust Indenture may be enforced by. the Issuer; or, with
respect to Installment Loan Payments, such rights may be
enforced by the Trustee, or the Bondholders, to the extent
provided in each Bond Resolution or the Trust Indenture,
without making the Issuer a party.
(b) In the event of a default in the payment of any
Installment Loan Payment, or in the performance of any
agreement or covenant contained herein or in any Bond, any
Bond Resolution, or the Trust Indenture, such payment and
performance may be enforced by mandamus or by the appointment
of a receiver in equity with power to charge and collect
Installment Loan Payments and to apply such revenues in
accordance with this Agreement, the Bonds, each Bond Resolu-
tion, and the Trust Indenture.
Section S.A. GENERAL PROVISIONS. (a) The* term. s of
this Agreement may be enforced as to one or more breaches
either separately or cumulatively.
(b) No remedy conferred upon or reserved to the Issuer,
the Trustee, or the Bondholders in this Agreement is intended
to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall
be in addition to every other remedy now or hereafter ex-sting
at law or in equity or by statute. No delay or omission to
exercise any right or puwer accruing upon any default,
omission, or failure of performance hereunder shall impair
' any such right or power or shall be construed to be a waiver
{
1
17 1
i
_ -~-_o-. ..:r`.w..c _,.w•~wca. e. • .._.r _ ~...a411.1~i+'. 1.r. ....~_a - . .~•..a_. P.+. •~•••3...dory 1 ~ ,
k
1
.
• ~ - ~ ~`,C -3 1v1 ii~W0s.~
• i
thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In
the event any provision contained in this Agreement should
be breached by the User and thereafter duly waived, such
waiver shall be limited to the particular breach so waived
and shall not be deemed to waive any other breach of this
Agreement. No waiver by either party of any breach by the
other party of any of the provisions of this Agreement
shall be construed as a waiver of a.ty subsequent breach,
whether of the same or of a different provision of this
Agreement.
(c) Headings of the Articles and Sections of this
Agreement have been inserted for convenience of 'reference
only and in no way shall they affect the interpretation of
any of the provisions of this Agreement.
(d) This Agreement is made for the exclusive benefit
of the Issuer, the Trustee, the Bondholders, and the User,
and' chair respective successors and assigns herein permitted,
and not for any other third party or parties; and nothing
in this Agreement, expressed or implied, is intended to
confer upon any party or parties other than the Issuer, the
Trustee, the Bondholders, and the User, and their respective
successors and assigns herein permitted, any rights or
remedies under or by reason of this Agreement.
(e) The validity, interpretations, and performance of
this Agreement shall be governed by the laws of the State of
Texas.
Section 5.04. AMENDMENT OF AGREEMENT. No amendment,
change, addition to, or waiver of any of the provisions of
this Agreement shall be binding upon the parties hereto
unless in writing signed by the Approving Officer and the
President of the Board of Directors. In addition to amend-
ments for any other purpose, it is specifically understood
that this Agreement may be amended, if deemed necessary or
advisable by the User and the Issuer, to change the definition
14 ,
i
t,.
;T
and 'scope of the term "Project", as used herein, so as to
'
permit the,acquisition, construction, equipping, and furnish-
ing of other or additional facilities, at the same or other
locations, or improvements related to the Project, pursuant
A;
to this Agreement and in accordance with applicabla laws,
with the saz►e effect as if they had been described originally
,
in Exhibit A hereto, Notwithstanding any of the foregoing,
;
it is covenanted and agreed. or the benefit of the Bond-
A
holders and the Trustee, that (without the concurrence of
;
all, of the Bondholders and the Trustee) the provisions of
this Agreement shall not be amended, changed, added to, or
waived in any way which would relieve or abrogate the obliga-
tions of the User to make or pay, or cause to be made, or
' 18
i
. i1
If i '
J }
i
L
' l• I
is
f, -
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
r~
•
i
I
7
P
v
y
rlr .1 ( - /
J
' A
rr~;. t;:::il due, all Installment Loan Payments with rezpeet
Gl;t•standing Ecnds in the manner and under t s
c:odztiono provided herein and in any Errd Resolu-
•t: iai; or ;:c,e ru:at Indenture, or which would Mayer ally
or nf --'ect ~eoticno 4.04, 4.C5, 4.06, 6.01, or 6.42.
::..c:.ion 5.05. I::DI i11:1F i:TI02~ OF TRUST-E. e User
:icJt•t s to indemnify and hold harm. p s the *_ee in
'
dC~:~~rG.Zl:cf: with Article 12 of the 'itust Indenture.
" f
_ l
P '
r. c
t•..4~ -~.....wt_+...►,.,•.~w.~.-.+ ,~J, s . G._ - . _ .i. _ .......r-. ~._,w •v._. a.i_ ri _ 7.~~
ARTICLE. VI 1hto G V-.
/~~Q
The
SPECIAL COVENANTS
Section 6.01. CORPORATE EXISTENCE. (a) The* User
i agrees that during the term of this Agreement it will maintain
its corporate existence, will not dissolve or otherwise
dispose of all or substantially all of its assets, and will
not consolidate with or merge into another corporation with '
or permit one or more other corporations to consolidate or
merge into it; p=ovided, that the User may, without violating
the agreement contained in this Section, consolidate with
i
or merge into another domestic corporation (i.e., a corpora-
tion incorporated and existing under the laws of one of the
states of the United States of America or under the laws of
the United Sates of America), or permit one or more such
domestic corporations to consolidate with or merge into it,
or sell or otherwise transfer to another such domestic
corporation all or substantially all of its assets as an
entirety and thereafter dissolve, if the surviving, resulting,
'
.
or transferee entity:
(i) is authorized to transact business
in the State of Texas, and (ii) shall have, concurrently
with such' transaction (unless the entity is the User),
4
irrevocably and unconditionally assumed, in an instrument
I
delivered to the Issuer and the Trustee, the due and prompt
fJ
performance of all of the obligations of the User under this
i
Agreement. If any consolidation, merger, or sale or other
'
transfer is made as provided in this Section, the provisions
of this Section shall continue in full force and effect and
no further consolidation, merger, or sale or other transfer
shall be made except in compliance with the provisions of
this Section.
E
'
(b) The User covenants that it is and, throughout the
term of this Agreement, unless relieved of liability pursuant
to paragraph (a) above, that it (i) will continue to be a
f
corporation -organized under the laws of a state of the
E
United States, and (ii) will at all times be and remain duly
qualified to transact business in the State of Texas.
4
Section 6.02. ASSIGNMENT. The User shall not assign
its interest in this Agreement or any of its rights or
obligations hereunder except as specifically provided in
~i
this Agreement. The User may assign its interest in this
Agreement to another party provided that the User shall
remain and be primarily responsible and liable for all of
its obligation hereunder, including particularly the making
of all payments required hereunder, when due. The User may,
however, assign. its interest in this Agreement to another
party in connection with a merger or consolidation of the
User, or in corLnection with the transfer of all or substan-
tially all of its assets as permitted in Section 6.01, and
20
I
j
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
i
f
4
5
r
.
~tp,`i1 da) 1vary 'of' Wch iA'w!.-r::atsslt: of itsnump tJ (,st to tilg I ssf_,er
alas; t hI . 1't•uutoe and. c6.- :1 ! -1ncs with all of the
ci "e:: .,on 6.01., the i_ ;nc,r or tra::sJ" t.ax s:Iaa i hrs i~
:1:; tiAmr Gt111a atimn, exc-,?: f* emy obl :rpition fr,: .!fa: pdyn-.,lt*
money t:tlelrtiLofore accru, cd +11Z•.b'.. this
Jrl_ ~r^^.n+.;.
Octioln 6.03. F:1:,'Jj1:1%L b:i;"I-OPTS. The! -hall !1?'ie
ATI i11MI&I:. Wid.~t ma e by i,;:9 L'°:J:133L' l!iSj°F. P.?:'lnlet_ (;n+`;1 f
•^l: accolifltantr A, and shall f_ :rlich t h,:- Trust':c•5 . a
.npy Of much Cf. t;: f. ie-; mvis t within 120 day-- nwl
n; tilt; : i :C31 !j*: a r for hJ c_h u--h au-111t was N-id a'. r r In
!I'm 0t.-,xich avd: t, a c-=.y -of i t.:, ann'.ial re..( I
:It.:.••r1:~:1-;t::^, zf such ^•c!.t'alras f+::i1::^14^1 JLia's•"t'Z
?l•`~ 1 Lii.l.l f ',191iF1' ~1 iln si.a:_1 j/ n_':Ji1T'.'. 11.1
••a`' l f C.. il.t L'+`( YU1` •s:111t:1 ".r. I11,16':i' , i13. , f'^.Sr.I ,,l I^-,I j a? 1-„1.,
a; .c SQ I nY ac r Fi1r,,.:1:€ u~: 11 1
oM mnothr.- coo?,,-,ration b-/ fliz'n: c:l:il'; t:a;d
.?gaits, .l:.l:ual vtp'.res, or lr..'..';anzial a':3t RJ^•s'lt!i '~Y _S•1,r~Lr:3
C'L .'-!I0 LW',!-,C Qf he t.'.:/t':•''th , vi t'h L+.:a ,nSv11'.tat s :•1 -3.
SuC.h ..2 Y1C3d1 Sfaxe.:^ents and rsp,.. +vts sh 'A.1 be
f'urnichad to the Trustee at the sams as t•:ey are fli
z-
n:.-:h,%,: to the silrc:f!:oIGFY13.
6.0-1. TLR%1 10~" The t^_>^ n of this
..jrC',r:le nt: :'S al., be fvom the until
1:,1 ai pu.at.ant• to Sf:C,`:1on 6J :3o long as 1:0 t?.,
.;)et-n ia.ivo•i an Oz, 1L any $C.nr:!: ! ave ::rrc.an
w:lt: ae3.vE►:-F:i, l:r.Ci2 all eafmP:,ta r~~c11~.~ t0 he M jAc y •r~
r",11r:,i:ia:.; ^,dl.i be-on :`lade cr 13ha 1 to
to ht.Ve teen i u!e r~urnuar.:: tc A,:1.ic..e 3 ci t ~ Tturt lnd,.J11rurs
}•:':'r`_ iCa., :::ii°.'~'«+, i;i,3at the prcv;.si.ons -l .:tlCr.
..aa,.1 t, r v- the to r-miria C. ,.1:3 ~•:;i Anent a...' sil?11
c!3n=inutr Ir. effact' re :C.tess a tl e t+:rm:.naC:.on o If tile
:'t:Rti:; n~r:r Gf -h-,s 1 z ea°_'Yc nt.
Sect10^• 6.05. T 1ION, --h,.s : c.-•reemen G T. ay
to m, Lnarced hv t`uc,- ay_':..:'.enz .•".t v.^ t.:.mo • or Lo t:l10
; 4r
C:t=_Verv Of t.^.
i:nt:cl. I.a e _+suez an_ zhe a-. w;is
t.vireeI*e-M -ehaii rt< a : syt !--r--'n and
th_s
may .:_t any ts=. _r.ated 1`Y
or
)..-Y entice, or other
`~it.Nld;11110 : ':rXt' _ 41: ~=fai~•: r r ~ f~ :":,r.::y.. _ .
• ~1I:r.+ ,.lla. i •L i:V •Li ~=a::J Ct~ ~Ca :.l d'. r: .id.y ::s i t''. ~ of ..J
~1~}7 V~. 114••x. ill.:'1. `7 LI~r L`ii r.•• w a.. rat. 4'r..'~••1 _1"J l.. r•.;,
i,;4 ;A.tz?4 d. -A Y' ,af' ;t• !:w`'. i.:,: :.:mod t :;~•1
i Qiv:.v•+i•', i•1.i w~.'.J+:3 ~Jj l.J.t a•.aty VL1-.'~t 46iae:. 1/~ •...i.1G.al r..
~1•L :11~aC 2 'i1t~~p ;.'.«~:tti' .if LLtIL3 a.,...I
• ~•},t~ wiJ~7ry ~,.w1JJ~ ,.•,l •'~'..1i .i.7 w.
VO L_. PA.SE
i
C
~r.1 i
!%1CL7a ir~i
Brazos County Industrial Development Corporation
Attention: President
I,
Bryan, Texas
I
~
Champlin Petroleum Company
5301 Camp Bowie Blvd
r
Fort Worth, Texas 76107
Attention:
I
i
or the latest address specified by such other party in i
writing; or
r.
(b) The date of the receipt thereof by such other
party if not so mailed by registered or certified mail.
(c) The Trustee's address for notices and reports
hereunder shall be:
f
Republic National Bank of Dallas
P. 0. Box 2964
`
Dallas, Texas 75221
;-1
Attn: Corporate Trust Department
I
Section 6.07. SEVERABILITY. If any clause provision,
or Section of this Agreement should be held illegal or
invalid by any court of competent jurisdiction, the invalidity
of such clause, provision, or Section shall not affect any
I `
of the remaining clauses, provisions, or Sections hereof and
I
this Agreement shall be construed and enforced as if such
illegal or invalid clause, provision, or Section had not
t
been contained herein. In case any agreement or obligation
contained in this Agreement should be held to be-in violation
I
of law, then such agreement or obligation shall be deemed to
I•.
be the agreement or obligation of the Issuer and the User,
h
as t
e case may be, to the full extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this
1
f
Agreement to be signed in multiple counterp*arts, each of
which shall be considered ari original for all
purposes, as
~
of the day and year first set out above.
BRAZOS COUNTY INDUSTRIAL
DEVELOPMENT CORPORATION
By
J
I
President, Board of Directors
r
r
:i
11
11
'
• 1
22
1
I .7
I
J
1
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
e
S-~~. ;~:^L'.1! ~cLici DL.GI~:•.:~Oi,:;
( r•_:; L )
CFflL.IPLIN PETROLEUM COMIP.k fY
By_
Title
ATTEST:
Secretary
(SEAL)
,r
/ I
" r
Exhibit A'
Description of the Project ►The project to be financed consists of a new cryogenic `
gas processing plant, to be constructed on a 400 foot by 800
foot parcel of land in the northwest corner of Section 62, 1
Block 2, T & PRR Survey, Glasscock County, Texas.
I
I
I
I
sit
,
I
v
1 t
t i
t'
• a
r '
c
11 + ~
24
%.i
, I
r ~
• + I 1
• r . 1
' r 1
,~1 ~ T 1• , ,111• .1... ' _.~1 , • .
RESOLUTION
5
AUTHORIZING THE ISSUANCE OF BRAZOS COUNTY
INMUSTRI aL DEVELOPMENT CORE ORATION REVENUE EOPIDS
SERIES 1961
AND THE E::rCUTIO:J OF
A TRUST I1MENT_URE
,(CHAm?LIN PETROLEUI4 COMPA.^IY PROJECT)
JI~I~l~T '
u
I
' I 1
, f
1
I
t
1
.I
i~
• ~1
. I
t
i
~t
1
i
i
TABLE OF CONTENTS
(The Tabl
e of Contents is not a part of the
Resolution j
j but is for
convenience of reference only)
,
PAGE
Title
1
I
-
Recitals
I I
Resolution
2
SECTION
1.
DESIGNATION, AMOUNT, AND PURPOSE
OF THE BONDS
2
I
a ,f
SECTION
2.
DATE, DENOMINATION, NUMBERS, AND
I
MATURITIES OF THE BONDS
3 II
-
SECTION
3.
INTEREST ON THE BONDS
3
SECTION
4.
GENERAL CHARACTERISTICS OF BONDS
3
(a) In General
3
(b) Registration Books
3
(c) Payment to Registered Owner
4 ;
'
(d) Notation of Prepayment
I
SECTION
S.
FORMS OF BONDS, TRUSTEE'S AUTHENTI-
'
CATION CERTIFICATE, REGISTRATION
I
PROVISIONS, AND INTEREST COUPONS
4 I
SECTION
6.
PLEDGE
13
,
SECTION
7.
DEBT SERVICE FUND
13
(a) Establishment of Debt Service
Fund
13
i
(b) Accrued Interest
13
(c) Installment Loan Payments
13 j
(d) Redemption
14
(e) Payments from-Debt Service
Fund
14
(f) Immediately Available Funds
14
-
(g) Investment of Funds
15 i
I
„
SECTION
S.
SECURITY FOR FUNDS
is
SECTION
9.
THE USER'S PAYMENTS
16
(a) Unconditional Obligation
16
•
(b) Prepayments
16
L
1
1
1
i
i
b
J
a"
J
ri
9.
3
i
}
I
i
i
i
I
i -
I
5
i.
- 1
PAGE
SECTION 1G.
ADDITIONAL PARITY B,%NDS
16
(a) Additional Bonds
16
(b) Amendments to Trust Indenture
Unnecessary
17
SECTION 11.
SPECIAL COVENANTS
18
(a) Installment Loan Payments
Pledged to Bonds Only
18
(b) Non-Encumbrance
18
(c) Performance by Issuer
18
(d) Certain Modifications
Prohibited
18
SECTION 12.
BONDS ARE SPECIAL OBLIGATIONS
18
SECTION 13.
AMENDMENTS
19
'
(a) Amendment with Consent of Owners
of 51% of Bonds
19
(b) Notice of Amendment
20
(c) Consent to Amendment
20
(d) Effect of Amendment
20
(e) Consent of Bondholders
20 r'
(f) Ownership of Bonds
21;
(g) Amendments Without Consent
21 is
SECTION 14.
ESTABLISIIENT OF CONSTRUCTION FUND
21 II
•
(a) Deposit of Bond Proceeds into
j
Construction. Fund
21
(b) Investment of Money in
Construction Fund
22
'i
(c) Deposit of Accrue,! Interest,
,i
1
Income, and Profits
22
SECTION 15.
PAYMENTS FROM CONSTRUCTION FUND
22
(a) Issuer's Administrative Over-
head Expenses and Other Costs
22 `
(b) Reimbursements for and Payment
of Cost of Project
23
(c) Reliance by Trustee
24
SECTION 16.
SURPLUS CONSTRUCTION FUNDS
24 4
(a) Disposition of Surplus Funds
1
(b) Disposition of Construction
Fund upon Acceleration and
Redemption
24
•
- ~L.
i
N
PACE
L
SECTION 17.
DAMACED, MUTILATED, LOST, STOLEN,
'
i
OR DESTROYED BONDS AND COUPONS
25
µ
(a) Replacement Bonds
25
(b) Application for Substitute
Bonds .
25
(c) No Default Occurred
25
(d) Charge for Issuing Substitute
r
Bonds
26
(e) Authority for Issuing Substitute
{
Bonds
26
SECTION 18.
NO ARBITRAGE
26 ,
SECTION 19.
SALE OF THE BONDS
26
' SECTION 20.
TRUST INDENTURE
27
{
I
1
1i
i '
- i .
V-:
C/
S+.
i
F~
t-
i~
tk
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
~f
f
F
I
I
. M
' L r
i
i
i
:I
}
1
RESOLUTION AUTHORIZING THE ISSUANCE OF BRAZOS COUNTY
INDUSTRIAL DEVELOPKENT CORPORATION REVENUE BONI'c,
SERIES 1981, AND THE EXECUTION OF A TRUST INDENTURE
(CHAMPLIN PETROLEUM COMPANY PROJECT)
TFIE STATE OF TEXAS s
BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION s
WHEREAS, Brazos County Industrial Development Corporation
(the "Issuer") is a nonstock, non-profit industrial develop-
nent corporation organized and existing under the laws of
the State of Texas, including particularly the Development
Corporation Act of 1979 (Chapter 700, Acts of the Regular
Session of the 66th Legislature of the State of Texas) (the
"Act"); and
WHEREAS, the Issuer is a duly constituted public instru-
mentality of Brazos County, Texas (the "Governmental Unit"),
a political subdivision of the State of Texas, within the
meanings of the regulations of the United States Treasury
Department (the "Regulations") and the rulings of the Internal
Revenue Service prescribed and promulgated pursuant to
Section 103 of the Internal Revenue Code of 1954, as aw•^ended
(the "Code"), and the Issuer is functioning and acting
solely on behalf of the Governmental Unit; and
WHEREAS, a "Loan Agreement between Brazos County Indus-
trial Development Corporation and Champlin Petroleum company",
dated as of June 1, 1981, (the "Agreement"), has been duly
executed between the Issuer and Champlin Petroleum Company
(the "User"); and
WHEREAS, the User is a corporation duly organized and
existing under the laws of the State of Delaware, and is
fully qualified to transact business in the State of Texas;
and
KFERSAS, the Agreement is hereby adopted by reference
for all purposes, with the same effect as if it had been set
forth in its entirety in this bond resolution (this "Initial
Bond Resolution") ; and
WHEREAS, the Agreement was executed to provide for the
acquisition, construction, equipping, and furnishing of an
inaustrial project and to provide a loan to the Uscr for
such purpose; and
WHEREAS, this preamble and the trust indenture (the
"Trust Indenture") hereinafter set forth in this Initial
Rord Resolution shall constitute an integral part of this
J.. ial Bond Resolution; and
-
/01
I
1 7.
t
~
f
7
'
~ , -
WHEREAS, the corporate trustee under the Trust Indenture
rt
i-;
(the "Trustee") will have the duties and obligations herein-
after provided; and
#
1,1HEREAS, the bonds authorized to be issued by this
Initial Bond Resolution (the "Bonds") are to be issued and
delivered pursuant to applicable laws, including the Act;
'
and
WHEREAS, the User will have duly approved this Initial
'j
Bond Resolution (including the Trust Indenture) prior to the
delivery of the Bonds, as required by the Agreement; and
j
A
WHEREF.S, as provided in the Agreement, by such approval
`
I
of this Initial Bond Resolution (including the Trust Inden-
ture) the User will have agreed and acknowledged that the
Bonds, when issued, sold, and delivered as provided in this
=
Initial Bond Resolution, will be issued in accordance and
I
compliance with the Agreement, and that, upon the issuance,
;
sale, and delivery of the Bonds, and the execution and
delivery of the Trust Indenture, the User will be uncondition-
ally obligated to the Issuer and the Trustee to make or pay,
,
:4
or cause to be made or paid, without set-off, recoupment, or
;
!
counterclaim, to the Trustee the "Installment Loan Payments"
required by the Agreement and by this Initial Bond Resolution
(including the Trust Indenture) in amounts sufficient to pay
and redeem, and provide for the payment and redemption of,
ii
the principal of and interest on the Bonds, when due, all
fees and expenses of the Trustee and the paying agents for
the Bonds, and all other amounts required to be paid by the
`
7
Agreement, this Initial Bond Resolution, and the Trust
Indenture, all as hereinafter set forth; and
'
"
WHEREAS, for purposes of this Initial Bond Resolution,
the def_aitioet-i of terms in the Agreement and Trust Indenture
_
are hereby ad%c.ed, and the terms given herein shall have
I
the Saxe meanings as such terms are given in said Agreement
and Trust Indenture unless a different meaning is given
herein.
,
'
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
I
'
BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION THAT:
Section 1. DESIGNATION, AMOUNT, AND PURPOSE OF THE
i
BONDS. The Issuer's negotiable bonds designated and to be
known as BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
REVENUE BONDS, SERIES 1981 (CHAMPLIN PETROLEUM COMPANY
PROJECT) (the "Bonds") are hereby authorized to be issued in
'
the aggregate principal amount of $1,000,000 on behalf of
E
Brazos County, Texas TO PAY PART OF THE COST OF ACQUIRING,
CONSTRUCTING, EQUIPPING, AND FURNISHING, OR CAUSING TO BE
is
ACQUIRED, CONSTRUCTED, EQUIPPED, AND FURNISHED AN INDUSTRIAL
•
I
'
2
r
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
t
t
i
•
1
i
'
k
t•
PROJECT (TIC "PROJECT") IN BRA20S COUNTY, TEYAS FOR CHAMPLIN
PETROLEUM COMPANY (THE "USER") FOR THE SPECIFIC PURPOSE OF
TF?E PROMOTION AND ENCOURAGEMENT OF EMPLOYMENT AND THE PUBLIC
WELFARE.
Section 2. DATE, DENOM?NATION, NUMBERS, AND MATURITIES
OF TF'.E BONDS. The Bonds authorized hereby shall be dated
June 1, 1981, shall be issued and delivered initially in the
form of coupon bonds payable to bearer, but subject to
registration as to principal, all in the manner hereinafter
provided, in the denomination of $5,000 each, numbered
consecutively from one upward, and shall mature serially on
June 1, 2001, in. the amount of $1,000,000, (unless they
shall become due or shall be redeemed prior to their scheduled
maturities as provided in this Initial Bond Resolution or
the Trust Indenture) .
Section 3. INTEREST ON THE BONDS. Each of the Bonds
authorized hereby shall bear interest from its date to its
scheduled maturity, due date, or date of redemption prior to
scheduled maturity, at the rate of 11% per annum. Such
interest shall be evidenced by interest coupons which shall
appertain and initially be attached to the Bonds, and which
shall be payable on the dates and in the manner provided in
the FORM OF BOND set forth in Section S. .
Section 4. GENERAL CHARACTERISITCS. (a) In General.
The Bonds authorized hereby and interest coupons appertaining
thereto shall be issued, shall be payable, may or shall be
redeemed prior to their scheduled maturities, shall have the
characteristics, and shall be signed and executed (and the
Bonds shall be sealed), all as provided, and in the manner
indicated, in the FORM OF BOND set forth in Secz-on S.
After the Bonds have been authorized to be issued by the
Board of Directors of the Issuer, and prior to the delivery
of the Bonds, the Trustee shall authenticate each of the
Bonds by executing the Trustee's Certificate of Authentica-
tion appearing on each of the Bonds as provided in Section
5.
(b) Registration Books. The Issuer shall keen or
cause to be kept at the principal corporate trust of`ice of
the Trustee books for the registration and transfer of Bonds
(the "Bond Registration Books") and the Issuer hereby appoints
the Trustee as its registrar and transfer agent (the "Regis-
trar") to keep such books and make such registrations and
transfers under --uch reasonable regulations as the Issuer or
the Registrar may prescribe; and the Registrar will register
or trano er or cause to be registered or transferred therein,
its herein provided, Bonds, upon presentation thereof at such
office. Bonds may be transferred on the Bond Reg2.stration
Books by the registered owner in person or by his duly
3
i { Y V Jlr
i
i
` 7 - - - 7 7------------ -
- 3
authorized attorney, by proper written instrument of transfer
k
in form and with guaranty of signatures satisfactory to the
Registrar. The Trustee shall not be required to make transfers
of any Bond within ten (10) days prior to an interest payment
date or prepayment or redemption date or subsequent to the
date of
giving notice of prepayr•:ent or redemption of such '
Bond or a portion thereof (until such portion is prepaid or
redeemed) anything in such Bond to the contrary notwithstand-
ing.
(c) Pa_;nt to Registered Owner. The person in whose
name any Bond shall be registered as to
y principal on the
,
Bond Registration Books may be deemed and treated as the
absolute owner thereof for all purposes of this Initial Bond
Pesolution and the Trust Indenture whether or not such Bond
shall be overdue, and the Issuer, Lhe Trustee, and the User
shall not be affected by any notice to the contrary; and
payment of, or on account of, the principal of, or premium,
;
if any, on any such Bond shall be made only to such registered
owner thereof; but such registration may be changed as
provided herein. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
'
~z
1
i•
(d) Notation of Payment. The Issuer hereby appoints
the Trustee a3 the Paying Agent for the Bonds. Upon the
F
prepayment or partial redemption of any Bond, the Trustee,
:
V
as Registrar and Paying Agent, shalt note in the Bond Regis-
tration Books the amount of such prepayment or redemption,
the date said payment was made, and the remaining unpaid
principal balance of said Bond, and shall then have said
entry signed by an authorized official of the Trustee. Upon
each transfer and assignment of any registered Bond, an
:c
authorized officer of the Trustee shall give the assignee a
.
written statement setting forth the unpaid balance and
NI
principal installments of such registered Bond, and shall
~j
make an entry on such registered Bond, in the blank to be
;
provided for such purpose, of the unpaid principal balance
,1
thereof on the date of assignment.
.
Section S. FORMS OF BONDS, TRUSTEE'S AUTHENTICATION
CERTIFICATE, REGISTRATION PROVISIONS, AND INTEREST COUPONS.
!
The form of the Bondi, the form of Trustee's Certificate of
Authentication, the form of Provisions for Registration, and
the form of the interest coupons which shall appertain and
si
initially be attached to each of the Bonds, shall be, respec-
tively, substantially as follows, with necessary and appro-
priate variations, omissions, and insertions as permitted or
required by this Initial Bond Resolution:
A
~ .
•I
4'
i
i
i
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
FORM OF BOND
,
NO. 55,000
UNITED STATES OF AMERICA
STATE OF TEXAS
BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
REVENUE BOND
SERIES 1981
(CHAMPLIN PETROLEUM, COMPANY PROJECT)
ON June 1, 2001, (or earlier as hereinafter provided)
BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION (the "Issuer"),
being a nonstock, nonprofit industrial development corporation
organized and existing under the lags of the State of Texas,
including particularly the Development Corporation Act of
1979 (Chapter 700, Acts of the Regular Session of the 66th
Legislature of the State of Texas) (the "Act"), and acting
on behalf of Brazos County, Texas, hereby promises to pay to
bearer hereof., or if this Bond be registered, to the registered
owner hereof, the principal amount of
FIVE THOUSAND DOLLARS
and to pay interest thereon, from the date hereof, at the
rate of 11% per annum, evidenced by interest coupons payable
on December 1, 1981, and semiannually thereafter on each
June 1 and December 1 while this Bond is outstanding; provided
that such principal and interest are payable solely from the
sources and in the manner hereinafter described, and solely
as authorized and provided in the Act.
T1-1E PRINCIPAL of this Bond, unless registered, and the
interest coupons appertaining hereto shall be payable to
bearer, in lawful money of the United States of America,
witho,at exchange or collection charges to the bearer, upon
presentation and surrender of this Bond or proper interest
coupon, as the case may be, at the following, which shall
constitute and be defined as the "Paying Agent" for this
series of. Bonds
REPUBLIC NATIONAL BANK OF DALLAS
THIS BOND is one of a series of Bonds dated as of June
1, 1981 (the "Bonds") authorized and issued in the aggregate
principal amount of $1,000,000 pursua%t to a resolution
adopted by the B-ard of Directors of the issuer (the "Initial
Bond Resolution" : on behalf of BRAZOS COLn:Tl', TE-ZAS TO PAY
P? RT Or TsiE COS" JF ACQUIRING, CO',:.3TI.LCTII:C, EQUIPPIN3, -'ND
FU111:IS 111'G CR CL1USi.:G TO B1: ACQtiIRLD. , CONSTRUCTED =CUIPPET`
AND FURNI Sf= AN Ii2D'J3T IAr. -R. JECT (T-EE "PROs :C:" ) IN
BRAZOS COUNTY, TEXi:S, FOR CHAMPLIN' FZTROL1 M (T='-=
"US=:R") FOR TEE S:?LCIF:C FURPOS13 OF Tr_x Fi:Ci;7TI0i: c;vD FNCCUR-
ACF.I-'rNT. OF '.31':PLOYNE>`T AND ^_li--7 FU LIC'~~"L~?1r•E
i
i
I 1
f
I
i •
i ~
:j
;
i.
i=
i ;
i~
k
.I
i
r
;i
J
V -
ON MID AFTER June 1, 1991, the Bonds are subject to
optional redemption and may be redeemed prior to their
scheduled maturities, by the Trustee at the option of the
User, with funds furnished by the User, upon written notice
of the exerci-e of the op!.i,)n to redeem delivered to the
Trustee by the User not later than the 45th day prior to the
date of redemption. The Bonds may be :•a redeemed as a whole
on any date, or in part on any interest payment date (and,
if in part, the Bonds to be redeemed shall be selected at
random, by lot or other customary method, by the Trustee),
at the redemption price (expressed as a percentage of princi-
pal amount) applicable to the date of redemption failing
within the applicable redemption period, as set forth in the
following schedule, plus accrued interest to the date of
redemption:
Redemption Period Redemption Price
June 1, 1991 to May 31, 1992 103
June 1, 1992 to May 31, 1993 102-1/2
June 1, 1993 to May 31, 1994 102
June 1, 1994 to May 31, 1995 101-1/2
June 1, 1995 to May 31, 1996 101
June 1, 1996 to May 31, 1997 100-1/2
June 1, 1997 and thereafter 100
ON ANY DATE, THE BONDS are subject to optional redemption
as a whole, and may be redeemed, prior to their scheduled
maturities, by the Trustee at the option of the User, with
funds furnished by the User at a redemption price equal to
the principal amount thereof plus accrued interest thereon
to the date of redemption, and without premium, if one or
more of the following events shall have occurred:
(a) The Project shall have been substantially
damaged or destroyed to the extent that, in the opinion
of the User, (i) the required restoration and repair
could not reasonably be expected to be completed within
a period of six months, or (ii) the User is prevented
or would likely be prevented from using the Project for
its normal purposes for a period of six months or more;
or
(b) Title to the whole, or any substantial part of
the Project or the use or possession thereof shall have
been taken or condemned by a competent authority for
any public use or purpose to such an extent that the
User is prevented or, in the opinion of the User, would
likely be prevented from using the Project for its
normal purposes for a period of six months or more; or
(c) Changes, which the User cannot reasonably
control or overcome, in the economic availability of
6
R
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
i JO
materials, supplies, labor, equipment, and other proper-
ties and things necessary for the efficient operation
of the Project for the purposes for which it was intended
shall have occurred, or technological or other changes
shall have occurred which, in the opinion of the User,
render the continued operation of the Project uneconomic
for such purposes.
To exercise any such option the User shall give written
notice to the Trustee, not later than the 90th play following
the earliest date upon which any such option could be exer-
cised, which notice shall specify that, as determined by the
User, one or more of such events has occurred or one or more
of such conditions is continuing, and such determination
shall be conclusive.
ON ANY DATE the Bonds are subject to redemption, in
part, and may be redeemed prior to their scheduled maturities
by the Trustee, with funds which shall be furnished by the
User, on any date, in inverse numerical order, at a redemption
price equal to the principal amount thereof plus accrued
interest thereon to the date of redemption, and without
prenium, with and to the extent of any surplus funds remaining
in the Construction Fund after the completion of the Project,
as provided and required by Section 16 of the Initial Bond
Resolution.
{
1
AT LEAST 30 DAYS PRIOR to the date fixed for any redemp-
tion of Bonds prior to their scheduled maturities, the
Trustee shall cause a written notice of such redemption to
be published at least once in a financial newspaper, journal,
or publication of general circulation in The City of New
York, New York, or in the State of Texas. If, because of
te:^porary or permanent suspension of the publication or
general circulation of all such newspapers, journals, or
publications, it is imposs-bie or :.mpractical to publish
such notice in the :Wanner provided herein, then such publica-
tion in lieu thereof as shall be made by the Trustee shall
constitute a sufficient publication of notice. By the date
fired for any such redemption, due provision shall be made
by the User with the Trustee and the Paying Agent for the
payment of the principal ar.^.ount of the bonds which are to be
redeemed, plus accrued interest thereon to the date fixed
for redemption, plus any required redemption premium, and
any other amounts due the holders or owners of the Bonds.
If such written notice of redemption is published and if due
provision for payment of the redemption price is made, all
ao, provided above, the Bonds which are to be rede:mcd,
thereby automatically shall be duented to have been redee:ed
prior co their scheduled maturities, and they shall not bear
interest after the date fixed for redemption, and they shall
not be regarded as being outstanding except for the right of
n+ r j tl C+t h _ . _s
'p 7
the bearer or owner hereof to receive the redemption price'-
from the Paying Agent out of the funds provided for such
payment. Upon presentation and surrender of such Bonds to
the Paying Arent, together with all coupons appertaining
thereto maturing after such redemption date, such Bonds
shall be paid at the redemption price. Interest coupons, if
arty, which shall mature on or before such redemption date
shall be paid only upon presentation and surrender of such
coupons. Except as set forth above, this Bond is not subject
to redemption prior to maturity.
s
THE AGREEMENT provides that any provision for any
payment contained in the Agreement or this Bond, or in the
G interest coupons appertaining hereto, shall be held to be
subject to reduction to the amount allowed under the Usury
Laws of the State of Texas as now or hereafter construed by
the courts having jurisdiction, and it is agreed by the
Issuer and the bearer or owner of this Bond and of the
interest coupons appertaining hereto that in no event shall
usury be paid or collected with respect to this Bond or such
f interest coupons.
IF THE DATE for the pp,nnent of the principal of or
interest on this Bond shE li bs a Saturday, Sunday, a legal
holiday, or a day on whic:i banking institutions in the city
} where the Paying Agent is lntated are authorized by law or
executive order to close, then the date for such payment
shall be the next succeeding day whicn is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions
are author-;:ed to close; and payment on such date shall have
the same force and effect as if made on the original date of
payment.
1
i THIS BOND shall, if registered as to principal, be
f transferred only on the Bond Registration Books of the
Issuer kept by the Trustee, as Registrar, upon-the terms and
conditions set forth in the Initial Bond Resolution and in
accordance with the provisions of the form of Assignment
endorsed hereon. Such transfers shall be without expense to
the Registered Owner requesting such transfer as a condition
precedent to the exercise of such privilege. The Trustee
shall. not be required to make transfers of this Bond within
ten (10) days prior to an interest payment date or prepayment
or redemption date or subsequent to the date of giving
notice of prepayment of redemption of this Bond or a portion
thereof (until such portion is prepaid or redeemed) anything
in this Bond to the contrary notwithstanding. The Registered
Owner may be deemed and treated by the Issuer, the Trustee,
and the User as the absolute owner thereof for all purposes, -
including payment and discharge of liability upon such Bond
j to the extent of such payment, and the Issuer, the Trustee
and the User shall not be affected by any notice to the
contrary.
f
~ -
8
i
c
i
i•
t
r
~F
f
i
'
i
•
-c
;
f•~
V
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
_ ~ ' ~f ~ ~ s . - 1 l:'r(k~`y.!~'F ai x•:{-l ~„'s~N't i'.+., `rlrr-sn ,
/ I ~ - w.r : ` 1. A • • t . . : 4, r ~ • ~ • . .
l ,
1
1 '
. j
r
' F
IT IS HEREBY CERTIFIED AND COVEN'AN'TED that this Bond
has been duly and validly authorized, issued, and delivered;
that all acts, conditions, and things required or proper to
be performed, exist, and be done precedent to or in the
authorization, issuance, and delivery of this Bond ha-.,e been
performed, existed, and been done in accordance wi : n
that this Bond is a special revenue obligation of t e
and that the principal of and interes,, on thin Bond .8
payable from and secured by a first lien on and alcd,e of
the payments desirnzted as "Installment Loan Payments" to be
made or paid, or caused to be made or paid, to the Truotee
pursu:.nt to the Initial Bond Resolution, the Trust In ensure
(hereinafter defined), and the "Loan Agreement betw_en the
Brazos County Industrial Development Corporation and Champlin
Petroleum Company", dated as of June 1, 1931, (the "A-Wry-e-
mont"). The Uzer, a Delaware corporation and a wholly owned
subsidiary of Union Pacific Corporation, a Utah corporation,
is unconditlonal`•• obligated (subject to the provisions of
Sections 6.01 a::(: E.02 of the Agreement relating to merger,
consolidation, tra..•,fer of aosats, and ass_gnmanz) to ma:re
or pay, or cause to be made or paid, withcut se=-off, reccup-
ment, or counterclaim, to the Trustee each• such "Installment
Loan Payment" for deposit into the Debt Service Fund created.
nor the 1;enefit of the Bonds by the Initial Bond Resolution,
in aggr_cfate amounts surfic_ent to pay and re::eem, and
provide for the payment and redc7intion of, the principal of
and :.Z:tcrest on this Bond, and the seriea of which it is a
pert, and to pay all other amounts required by the ;.rree: ent,
trio In-,t-al Bond Resolution, and the '"rust Indenture when
due, s::b3ect to and as required by the provisions of the
Pagreement, the Initial Bond Resolution, and the Trust Ind n-
-..re .
IN ADDITION TO THE AGREEMENT, the Issuer has entered
into a Guarantee Agreement with Union Pacific Corporation
(tie "Guy : antor") dated as of June 1, 1981 ("-e "Guarantee")
pursuant to which the Guarantor has guaranteed the User's
performance of all it3 covenants in the Agreement, incim.dirg
Particularly the making of all Installment Loan Payments.
The Guarantor's obligation with resocct to the Installment
Loan Faye:l,•uts is' :finf-.,d as the "Loan Payment Guarantee" and
has br:en assialied by the Iz3uer to the Trustee for t a
benefit of the owners of the Bonds.
TiIE BO!IDS are secured by a Trust Indenture dated as of
JL'nC 1, !J,61, (tire :ust indenture"), whereunder ReDu'bl 1c
Rational 411'ank of Dallo s, or its successor, as Truste'a, is
custodi at: of t's:c Debt Service Luna and is obligated to
enforcu the ri.rhtti of the o%nizro of the Bonds and to perf3rm
other duti e_- in the :canner and under the conditions stated
in the Trust indenture. In catze an "Event of Default", as
di.,_.red in the T2,ust Inds-nture, shall occur, the principal
I
i
1 '
- f .
I
.k
IL
i'
1
~i .
I
of the Bonds then outstanding may be declared tc%
be flue and
payable irunediately upon the conditions and in the manner
provided in the Trust Indenture. Reference is hereby made
to the Initial Bond Resolution, the Trust Indenture, the
Agre_atent, and the Guarantee for additional provisions with
reopr,ct to the nature and extent of the security, the
rights, duties, and obligations of the User, the Guarantor,
the Issuer, the Trustee, and the owners of the Bonds, the
terns upon which the Bonds are issued and secured, and the
modification of any of the foregoing.
THE ISSUER has, reserved the right, subject to the
restrictions stated in the Initial Bond Resolution, to issue
additional parity revenue bonds ("Additional Bonds") which,
when issued and delivered, shall be payable from the Debt
Service Fund, and shall be payable from and secured by a
first lien on and pledge of "Installment Loan Payments"
pursuant to the Agreement and secured by the Trust Indenture
and the Guarantee, in the same manner and to the same extent
as, and be on a parity with, all then outstanding Bonds and
Additional Bonds.
THE ISSUER also has reserved the right to amend the
Initial Bond Resolution and the Trust Indenture, as provided
therein; and under some (but not all) circumstances amendments
thereto must be approved by the owners of 51% in aggregate
principal amount of the outstanding Bonds and any Additional
Bonds secured by the Trust Indenture.
THE BEARER OR OWNER HEREOF shall never have the right
to demand payment of this obligation out of any funds raised
or to be raised by taxation or from any source whatsoever
except the payments and amounts described in this Bond, the
Intial Bond Resolution, the Trust Indenture, the Guarantee,
and the Agreement. Except for the lien on and the assignment
and pledge of such payments and amounts, no property of the
Issuer is encumbered by aay lien or security interest for
the benefit of the bearer or owner of this Bond. Neither
the State of Texas, Brazos County, Texas, nor any other
political corporation, subdivision, or agency of the State
of Texas, ncr the Board of Directors of the Issuer, either
individually or collectively, shall be obligated to pay the
principal of this Bond, any premium or payment with respect
I '
i
I
i
i
t
i '
to this Bond, or the interest hereon; and neither the faith
and credit, nor the taxing power, of the State of Texas,
Brazos County, Texas nor any other political corporation,
subbdivision, or agency of the State of Texas, is pledged to
the payment of the principal of this Bond, any premium or
payment with respect to this Bond, or the ±nterest herein.
THIS BOND may be registered as to principal alone in
accordance with the provisions endorsed hereon.
t
i
a
k
10
i
l'
F
i
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
b
i~
I
t-
r.
c
THIS BOND shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under
the Trust Indenture until the certificate of authentication
hereon shall have been signed by the Trustee.
IN WITNESS WHEREOF, this Bond and the interest coupons
appertaining hereto have been signed with the facsimile
signatures of the President and the Secretary of the Board
of Directors of the Issuer, and the official seal of the
Issuer has been duly impressed, or placed in facsimile, on
this Bond.,
,~`/;l !n it. facsimile
Secretary,cdbard of Directors President, Board of Directors
(ISSUER'S SEAL)
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
~ ~ i.• a,~l:'+~"t^;:"~?;~1'c'~F~r}i. J'e: i:t ;4.. ••~At"F"4 ~ ~
• I f -
1
i
. ~ 1
• r
•
L
~
1
1
.
Y
,i
i
1
l
1c
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions
of the within mentioned Agreement, Initial Bond Resolution,
and Trust Indenture.
Trustee
By
Authorized Officer
FORM OF PROVISIONS FOR REGISTRATION
BOND REGISTRATION PROVISIONS
This Bond may be registered as to principal alone on
the Bond Registration Books of the Issuer kept by Republic
National Bank of DEl11as, Dallas, Texas, Trustee, as Registrar,
upon presentation hereof to the Trustee, which shalt make
notation of such registration in the registration blank
below, and this Bond thereafter may be transferred only upon
a duly executed assignment of the registered owner or hls
duly authorized ,epresent ative in such form as shall be
satisfactory to the Trustee, such transfer to be made on
such Bond Registration Books and endorsed hereon by the
Trustee. Any such transfer of this, Bond may be to bearer
and thereby transferability by delivery shall be restored,
but this Bond shall again be subject to successive regist=a-
11
y
I- 'CA L.
/4 01
" t.
f
_ .7
! 't
tions and transfers as before. The principal of this Bond, ~I
` if registered, unless registered to bearer, shall be payable ;
I only to or upon the order of the registered owner or his..
' legal representative upon presentation and surrender of this s
! Bond to the Trustee by such registered owner (or to the
bearer of t:4r Bond if it is registered to bearer). The t
bearer of a%y .:oupon may be deemed and regarded by the '
' Trustee and :.tie Issuer as the absolute owner for all purposes, '
including payment and discharge of the liability upon such '
coupon the extent of such payment, and neither the Trustee
r
t
r
i
1
t
i
i~
I~
i.~
payment prior to scheduled maturity of the Bond to which '
this interest coupon appertains, upon presentation and
surrender of this interest coupon, at Republic National Bank
of Dallas, such amount being interest coming due on that day j
on the Bond, bearing the number hereinafter designated, of
;
that issue of BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPOR-
ATION RZVENUE BOINDS, SERIES 1981 (CHAMPLIN PETROLEUM COMPANY
PROJECT) dated June 1, 1981. The bearer hereof shall never
ON 1, 19_, BRAZOS COUNTY INDUSTRIAL DEVELOP-
MENT CORPORATION promises to pay to bearer hereof, but
solely from the sources described in the Bond to which this
interest coupon appertains, the amount shown on this interest
coupon, in lawful money of the United States of America
(without exchange or collection charges to the bearer),
unless due pY'ovision has been made for the redemption or
• 1
1
nor the Issuer shall•be affected by any notice to the contrary.
Notwithstanding the registration of this Bond as to principal,
the interest coupons appertaining hereto shall remain payable
to bearer and shall continue to be transferable by delivery.
For every transfer the Trustee may make: a charge to the
owner of this Bond sufficient to reimburse it for any tax,
fee, or governmental charge required to be paid with respect
thereto.
DATE OF NAME OF SIGNATURE OF
REGISTRATION REGISTERED OWNER REGISTRAR
FORM OF INTEREST COUPON
NO. $
12
"
R
i ~
i
I! r
1 ~
?i
- r
I ~
irr•
Y, ? yJf
S r' "
S.
r
,i
J
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
i . r ' t•', ti ,A.4: ~1 w, A~ 1~~,~'r~,G~~fy^j'~~~~')'Y-~~(r+y-l ~ 1`1"~.4'1..~, 1. i• - rY
_ r - ~ n
• 1•~ • • _ • - .rlr: - r• ~•n_I
i,4;~~"1 "~k r!' ~ .C~~~l'~`y_~~!~,
'
"
•
1
T.
+r -c
~
.
J•
Y t: 7 "`:l:
:1 l~bypn R 5 ^ , h,• +`i
' 1
•'rd4-
I `
1
'
. • - -.ice{^ ; + ' I,
. _
I
,
hrve the ricvht- to deraan8- pa•lment of this obligation out of
r4riy funde' raised. or, to' be raised.5y taxation, or frc:i any
sotrrca ti;::atsoe`v er . e:tcept •the .pa'yments described in the Bond
4
to which this coupon appertains. Bond No.
~
fzcsimile) (facsimile
~
Secretary, Board of Director;. President, Board of Directors
Section 6. PLEDGE. The Bonds and the interest thereon
are and shall be payable from and secured by a first lien on
:,nd pledr,;e of the payments designated as Install-ent Loan
'
F'r;y^ e:-;ts to be :Wade or 'paid, or caused to be made or paid,
to the T°-stee by th^•• User, pursuant and sub,; -ct to t :e
`
-
r.,-rms and provisions o: this Initial Bond aeso.ation, t ,.-.e
T_uct Tnde nture, and .,:he Agreement; and such ins=ailment
;
Lorin Payments are further pledged irrevocably to the estab-
li: ~ir^•~~it and maintenance of the Debt Service 'Fund hereinafter
'
creutod.
•
r
I
Section 7. DEBT SERVICE FUND. (a) E3tabl4s*--ent of '
Dsbt Service Fund. A separate and special trust fu.na to be
d'-:!s3.r-natlad and known as the "Debt Service Fund" shall be
,
e:, :ablis` _d by the Issuer with the Trustee for the benefit
of th:. o•,ri:rc of the Bonds pursuant to the Agreement and the
Trust indenture, and ma.-intaired as provided in this Initial
'
Bonin Resclati on and the Trust Indenture, as long as any of
" t:~s Bonds, or interest thereon, is outstanding and unpaid.
(b) Accrued In`ete=t. Immediately after the delivery
'
t
of -C-he Bonds' to ;he -n_t--al purchaser thereof, all accrued
if any, receiv::d from the !:roceeds from t}:e sale
interest,
,
.:nil delivery of ~::e Bonds, shall be transferred by the
Tru"toa into t1he Debt Fund.
'
(c) Installm,--nt Loan ?aayments The User shall make
or pay, or cause' co _ made or'paid, to the Trustee, wh.c h
;
ehall a(-posit taco the Debt Service Fund, Installment Loan
F;%y. --rota az follows:
(1) on or be-fore each intt-rest pay°°ert, date as provided
.6
:D set faith In
11.
in :ection. 2 -.Ln: i.^.' Vitt: L'.r.-i: Cr 20W
.
.
Sc:ctl ot: 5, an aiio:;::t which, together with any,
a_her Iamourts then on therein and avai:~-~.a
for such purpoa••, will Le s...~*"ficient to pad the
;
irite.,esr, cots ing &ua or. tl o Bonds on each zntarest
p1nt, da!te; 'and
(2) On cr b,;~fore each ol•i ncipal p-y:tent date as prow :.;.:1
in OF zat iurth :.n Seccior. 5,
a;riutu.; whic, tl-),jethe.• with any orh,~r .:.;,o: nzs th_n
.13
.,'.~...e.±~~• ~ M ~~•,',el~{-:.eJY,v1TV..l. .a~rr.• _ `T` ~S.~i.'.i
_.i~•r~,
_
4.ti,-,ro'w, ,rr _ _ _ .....a .v.r W'iw-.-r~~.~i-~'•lw r, `'vs it .+..ae •rf,,:~:1.`a: r.. J.~_ ,~_I. .~.L'L'-! •.a. i r _
i~
I,
f -
t
t
3.
1
9 '
t~
t
,
I
.f
on deposit therein and available for such purpose,
will be sufficient to pay the principal of the
Bonds scheduled to mature on each principal payment
date; and
(3) On or before any optional or mandatory redemption
date as permitted or required in the FORM OF BOND
set forth in Section 5, an amount which, together
with any other amounts then on deposit and available
for such purpose, will be sufficient to pay the
redemption price specified therein; and
(4) On any date on which the Bonds are declared to be
immediately due and payable pursuant to the Trust
Indenture, an amount which, together with any
other amounts then on deposit and available for
such purpose, will be sufficient to pay the prin-
cipal of all Bonds then outstanding and the interest
accrued thereon to such date; and
(5) Promptly after receipt of each statement and
request for payment, an amount equal to the charges
of the Trustee for performing the duties of Trustee,
and Registrar, and the charges of the Paying Agent
for the Bonds, as designated in the FORM OF BOND
set forth in Section 5, for paying or redeeming
any Bonds, and the interest coupons appertaining
to all of the Bonds.
In the event the User should fail to make, or cause to be
made, any of. the required Installment Loan Payments set
for-ch in this Section,, each such required payment shall
continue as an obligation of the User until fully paid, and
the User agrees to pay the same to the Trustee, for the
benefit of the owners of the Bonds, with interest thereon,
to the extent legally permissible, at the rate of ten percen-
tum (10%) per annum, from the date any such payment was due
until payment thereof.
(d) Redemption. The Bonds authorized hereby shall be
subject to redemption, and may or shall be redeemed, as
specified in the FORId OF BOND set forth in Section S.
(e) Payments from Debt Service Fund. Except as other-
wise specifically provided in this Initial Bond Resolution
or the Trust Indenture, the Debt Service Fund shall be used
by the Trustee only to pay the principal of, and redemption
premium, if any, and interest on the Bonds, when due, and
the charges of.the Trustee, Registrar, and Paying Agent; and
the Trustee shall make available to the Paying Agent, out of
the Debt Service Fund, the amounts required to pay or redeem
the principal of and interest on the Bonds when due, and the
14
s,
I + f~
r
I f.
, i'•
r
i~
'/f
i
' i
'
t
iA
.i
i
~ M t
j4
x
f F,
r•
i •
1
ti
i
'
o
• h
r
a•
_
,
I
1
a
E
,
• J
'S
•5
t
i
i
Trustee shall make all other payments as required by this
Initial Bond Resolution and the Trust Indenture. The Trustee
shall obtain and destroy all Bonds which shall have been
fully paid and interest coupons appertaining to the Bonds,
and shall furnish the User an appropriate certificate of
destruction at least annually.
(f) Immediately Available Funds. The User shall make
all Installment Loan Payments in funds that will be immedi-
ately available and allow the Paying Agent to pay, in lawful
money of the United States'of America, the principal of and
interest on the Bonds, when due.
(a) Investment of Funds. Any money held as part of
the Debt Service Fund shall be invested or reinvested by the
Trustee, upon the written direction of the Approving Officer
and in accordance with applicable laws, rules and regulations
governing the Trustee, in any obligations, including certifi-
cates of deposit issued by the Trustee or any other national
or state br.nk. The Trustee shall make no investments except
as specifically directed by the Approving Officer. The
investments of the Debt Service Fund shall be deemed to be a
part of such Fund, and, for the purpose of determining the
amount of money in such Fund, such investments shall be
valued at their cost or market value, whichever is lower.
The income and profits, including realized discount on
obligations purchased,'received from such investments shall
be deposited in or credited to the Debt Service Fund, and
any losses on investments thereon shall be charged against
the Debt Service Fund. If at any time it shall become
necessary that some or all of the investments made with the
moneys from the Debt Service Fund be redeemed or sold to
raise moneys necessary to comply with the provisions of this
Initial Bond Resolution or the Trust Indenture, the Trustee
shall, without further authorization, effect such redo::ption
or sale, employing, in the case of a sale, any commercially
reasonable :method of effecting the same. The Trustee shall
not be liable or responsible for any loss resulting from any
such investment or resulting from the redemption or sale of
any such investment as herein authorizer.; except that the
Trustee shall be liable for (1) any loss resulting from its
willful or negligent failure, within a reasonable time after
receiving the written direction frcm the Approving Officer
to make, redeem, or , all any investment in the manner provided
for h-=rein, and (2) except- for any redemption or sale made
pursuant to the next preceding sentence of this paragraph,
for any to--z resulting from the making, redeeming, or
selling of any investment which was not authcrized by written
direc_ion of the Approving Officer. If the Trustee is
unable, after reasonable effort and within a reasonable
time, to maka, redeem, or sell any such investment, 't shall
so notify in writing the Approving Officer and thereafter
15
1
J
`f
the Trustee shall be relieved of all responsibility with
respect hereto. In the event of any such loss, the User
shall make additional deposits to restore same if and to the
extent required to enable the Trustee to make all payments t
required to be made from the Debt Service Fund, and such
additional dc:p,)sits shall constitute additional amounts of
"Installment Loan Payments".
Section 8. SECURITY FOR FUNDS. All uninvested money
in all Funds established pursuant to this Initial Bond
Resolution (including the Debt Service Fund and the Construc-
tion Fund), shall be secured by the Trustee in such manner
and to such extent as may be mutually by the Approving
Officer and the Trustee.
Section 9. THE USER'S PAYMENTS. (a) Unconditional
Obligation. The User has covenanted in the Agreement, and,
by the approval of this initial Bones Pesolution, the User
further has unconditionally obligated itself and agreed,
regardless of and notwithstanding any provisions of the
Agreement, other than Sections 6.01 and 6.02 thereof relating
to merger, consolidation, transfer of assets, and assignment,
and regardless of the provisions of any other agreement or
contract to the contrary, to make or pay, or cause to be
made or paid, without set-off, recoupment, or counterclaim,
the Installment Loan Payments to the Trustee in the amounts
required by Section 7(c) to be made into the Debt Service
Fund, and to make such payments on or before the dates
specified in this Initial Bond Resolution and the Trust
Indenture; and said payments by the User shall be and consti-
tute the Installment Loan Payments as contemplated and
required by the Agreement. Each Bondholder is and shall be
entitled to rely unconditionally on the agreements, covenants, ;
and representations set forth in this Initial Bond Resolution
and the Trust Indenture.
(b) Prepayments. It is further understood that the !
User may prepay all or any part of each Installment Loan
Payment, and any such prepayment, and any earnings thereon,
shall be applied by the Trustee to the payment of each
Installment Loan Payment; provided that the redemption of
any outstanding Bonds prior to maturity at any time, with
funds from any source (whether from Installment Loan Payments
or otherwise)', shall not relieve the User of its obligation
to make or pay, or cause to be made or paid, each Installment
Loan Payment as specified in Section 9(a), when due with
respect to any remaining outstanding Bonds.
Section 10. ADDITIONAL PARITY BONDS. (a) Additional
Bonds. The Issuer reserves the right, upon the request of
the User, to issue additional parity revenue bonds ("Addition- ;
al Bonds") in any amounts (subject to the limitations of
16
1
i I
. I i
I
' I
• I
..r
i
I
1
~s
1
4
i
11
.~~..r ,w+.r• / .'.I w_~\, .r 1 Il. r , • _ lIwM1 ; t' 1 ! v
J
i
i
f •
{ r
i
t
' - r ! I ~ f., tJ•'~'''l 1r'r w'~~~1~?!~ f 1' p 1
• r ~r
j
Section 103(b)(61 of the Code, as determined by Bond Counsel),
for any lawful'purpose'or purposes, including the refunding
of any outstanding Bonds. Such Additional Bonds, along with
the Bonds authorized by this Initial Bond Resolution, shall
be CCn31dered, constitute;, and be' "Bonds" as defined in, and
for all purposes of, the Agreement and the Trust Indenture.
When issued and delivered sudh Additional Bonds, the redemp-
tion premium, if any, and the interest thereon, shall be
payable from the Debt Service Fund, and shall be payable
from and secured by a first Tien on and pledge of Installment
Loan Payments pursuant to the Agreement, and secured by the
Trust Indenture, in the same manner and to the same extent
as, and be on a parity with, all then outstanding Bonds and
Additional Bonds. Such Additional Bonds may be issued in
one or more series or issues, in various principal amounts,
maturing at different times, bearing interest at different
rates, be payable in installments or otherwise, be redeemable
prior to maturity, with, or without redemption premium, on
whatever terms or prices, andrmay contain such other provi-
sions as may be provided' in any Bond Resolution authorizing
the issuance of such Additional Bonds. It is provided,
however, that no series or issue of Additional Bonds shall
be issued unless:
(i) In the opinion of Bond Counsel the issuance
of such Additional Bonds will not adversely affect the
exemption from"federal income taxation of the interest
on the then outstanding Bonds and Additional Bonds, or
affect the validity of the then outstanding Bonds or
Additional Bonds,
(ii) A certificate is executed by the President
and Secretary of the Board of Directors of the Issuer
to trc: effect that no"default exists in connection with
the Bonds or the Trust Indenture (or any amendment or
supplement thereto) 'or with any of the covenants or
requirements of the "Initial Bond Resolution or Bond
Resolutions (or any amendments or supplements thereto)
authorizing the issuance of all then outstanding Bonds
and Additional' Bonds, and that the Debt Service Fund
contains the amount then required to be on deposit
therein;
(iii) The Bond Resolution authorizing the issuance
of such series or issue of Additional Bonds provides
for additional Installment Loan Payments to be deposited
into the Debt Service Fund in amounts sufficient to pay
all principal of, red motion premium, if any, and
interest on such Additional Bonds, together w-th all
Trustee, Registrar., and Paying Agent fees and expenses
attributable to such Additional Bonds;
17 `f v
w ~r Y 1 . . J , - w r . r. .'t J~~ 't .r r n{!~J'.> 1
1
i
i
i
I
i
I
F
.~.~t`kaC'Jr_?~;,ilF.•••.~Y4~'+;r~, 'r ~f~J:f4,Yr•n.~y`,3'~• - - - -,`i - -
i V® ~ .GE Q 6Z
• yr
(iv) The Approving Officer approves in writing the
Bond Resolution authorizing the issuance of such series '
l or issue of Additional Bonds, as required by the Agree-
`,ment;
Y~
(v) The Trustee, Registrar, Paying Agent, and 1
principal and interest payment dates during any year in
i which principal and interest on such Additional Bonds
are scheduled to be paid, are the same for the Additional
Bonds and the Bonds; and {
s-
i (iv) The Texas Industrial Commission expressly
gives its prior approval to the issuance of such Addi-
tional Bonds.
(b) Amendments to Trust Indenture Unnecessary. It shall i+
not be necessary or required that the Trust Indenture be
amended or supplemented to cause any series or issue of
Additional Bonds to be secured by the Trust Indenture. All i
that shall be necessary or required to cause any such Addi-
tional Bonds to be secured by the Trust Indenture is for the
Issuer to deliver to the Trustee a certified copy of the
Bond Resolution authorizing their issuance prior to the
1 delivery of such Additional Bonds. i
Section 11. SPECIAL COVENANTS. The Issuer further
covenants as follows:
I
'r
(a) Installment Loan Payments Pledged to Bonds Only.
Other than for the payment of the Bonds, as provided in this
Initial Bond Resolution and the Trust Indenture, the Install-
ment Loan Payments have not in any manner been pledged to
the payment of any debt or obligation of the Issuer; , s
(b) Non-Encumbrance. While any of the Bonds is out-
standing, the Issuer will not (except with respect to the h
Bonds and any Additional Bonds and except as provided in the i "
Agreement, any Bond Resolution, or the Trust Indenture) in
any manner whatsoever create, assume, or suffer to exist,
directly or indirectly, any mortgage, lien, encumbrance,
fa'
• pledge, or char,Ie against the Debt Service Fund, the Install- {
ment Loan Payments, the Construction Fund, or any property i ;
or moneys deposited with the Trustee;
(c) Performance by Issuer. The Issuer will car
ry out
all of its covenants and obligations under this Initial Bond
• Resolution; and the Issuer may be required to carry out such
covenants and obligations by all legal and equitable means, .
including, but without limitation, actions for specific per-
formance, the use and filing of mandamus proceedings, and
the appointment of a receiver in equity, in any court of
competent jurisdiction, against the Issuer, its Board of '
Directors, and its officials and employees; and
1s
I f.
y Y'
d
J
I
f
ti
N
v
f
i~
1
L
~ xr
r
1
S
(d) Certain Modifications Prohibited. The Issuer cove-
nants and agrees that it will not execute or permit the
j execution of any contract or agreement, or terminate or
j amend the Agreement, in any manner that would relieve or
abrogate the-
he obligations of the User to make or pay, or
t cause to be made or paid, when due, all Installment Loan
Payments, in the manner and to the extent required by the
Agreement, the Initial Bond Resolution, and the Trust Inden-
ture, or which would change or affect Sections 4.04, 4.OS,
4.06, 6.01 and 6.02 of the Agreement.
Section 12. BONDS ARE SPECIAL OBLIGATIONS. The Bonds
are and shall be special revenue obligations of the Issuer
payable solely from payments to be made under the Agreement,
this Initial Bond Resolution, and the Trust Indenture; and
the Bondholders shall never have the right to demand payment
ti:ereof or the interrit thereon out of funds raised or to be
raisea by taxation, or from any source whatsoever other than
the foregoing. The Bonds are not and shall never be consi-
dered as obligations of the State of Texas, the Governmental
Unit, or any other political subdivision or agency of the
State of Texas, or of the Board of Directcrs of the Issuer,
either individually or collectively. No past, present or
future Cor".snis-,ioner, member, officer or employee of the
Texas Industrial Commission shall be held liable for the
performance of any agreement, covenant or obligation under
the Bonds, the Bond Resolution, the Afire,.-inapt, or Lhe Truest
Indonruru, or for any claim bused thereon or otherwise with
respect thereto.
Section 13. AMENDMENTS. (a) Amendment with Consent of
Owners of 51n,', -of Bc,ds. Subject to approval in writing by
the Anp::ovirg Off..% r of the User, the owners of 51% in
aggregate princ_paA. :.•ount of then outstanding Bonds (includ-
ing any Additional Bonds) shall have the right frost time to
time to approve any amendment to any Bond Resolution, or to
the Trust Indenture (provided that the Trustee must approve
any amend.-nent to the Trust Indenture), which may be deemed
nece3.3ary or desirable by the Issuer; provided, however,
that 'nothing herein contained shall permit or be construed
to permit the amendment, without the consent of the owner of
each of the outs.znding Bonds affected thereby, of the terms
and cond:t-ons of any Bond Resolution, the Bonds, or the
Trust Indenture, so as to:
(1) change the Debt Service Fund requirements, interest
payment dates, or the maturity or maturities of
the outstanding Bonds;
(2) reduce the rate of interest borne by any of the
out:,~tand,rg Bonds;
' 19
I1 1
. 1
r 1 w
N
V OL V AC'S /58_
(3) reduce the amount of the princip llof, redemption
premium, if any, or interest on the outstanding r'
Bonds, or impose any conditions with respect to
such paymentr. ; E
k
' (4) modify the terms of payment of principal of,
redemption premium, if any, or interest on the h
J outstanding Bonds, or impose any conditions with
respect to such payments;
I
j (5) affect the rights of the owners of less than all
of the Bonds then outstanding;
(6) decrease the minimum percentage of the principal
amount of Bonds necessary for consent to any such
amendment; or
(7) alter the obligations of the User to pay Installment
Loan Payments in the manner and to the extent
provided in the Agreement, the Bond Resolution, or
the Trust Indenture.
I (b) Notice of Amendment. If at any time the Issuer
shall desire to amend any Bond Resolution, or the Trust
Indenture, under this Section, the Issuer shall file a copy
of the proposed amendment at the principal office of the
Trustee and shall cause notice of the proposed amendment to
be published at least once in a financial newspaper, journal
or publication of general circulation in The City of New
York, New York or in the State of Texas, during each calendar
week for at least two successive calendar weeks. If, because
of temporary or permanent suspension of the publication or
general circulation of all such financial ne.-)apers, journals
and publications, it is impossible or impra.-Lical to publish
such notice in the manner provided herein. t:.en such publica-
tion in lieu thereof as shall be made by the Trustee shall
constitute a sufficient publication of notice. Such notice
shall briefly set forth the nature of the proposed amendment
and shall state that a copy thereof is on file at the princi-
pal office of the Trustee for inspecttc.i by all owners of
Bonds. Such publication is not requjred,• however, if notice
in writing is given to each owner of Bonds.
(c) Consent to Amendment. Whenever at any time not
less than 30 days, and within one year, from the date of the
first publication of said notice or other service of written
notice the Issuer shall receive an instrument or instruments
e::ccuted by the owners of at least 51% in aggregate principal
amount of all Bonds then outstanding, which instrument or
instruments shall refer to the proposed amendment described
in said notice and shall specifically consent to and approve
such amendment, the Issuer may adopt the amendatory resolution
' in substantially the same form.
t
,t
i~
20
I.
E
i
I '
i
I
I
i
i
(
a
i
~t
1 . ~I
~ r
L
o,
y
o
•
~
f
(d) Effect of Amendment. Upon the adoption of any
amendatory resolution pursuant to the provisions of this
'
Section, any such Bond Resolution, or the Trust Indenture,
f
shall be deemed to be amended in accordance with such amenda-
tory resolution, and the respective rights, duties
and
,
obligations under such amendatory resolution, or the Trust
3 Indenture, of all the Bondholders shall thereafter be deter-
mined and exercised subject in all respects to such amendments,
qi
r
(e) Consent of Bondholders. Any consent given by a
Bondholder pursuant to the provisions of this Section shall
be irrevocable for a period of six months from the date of
the first publication of the notice provided for in this
Section, and shall be conclusive and binding upon all future
owners of the same Bond during such period. Such consent
may be revoked at any time after six months from the date of
the first publication of such !notice by the Bondholder who
gave such consent, or by a successor in- title, by filing
j notice thereof with the Trustee and the Issuer, but such
revocation shall not be effective if the owners of 51°; in
aggregate principal amount of the then outstanding Bonds
have, prior to the attempted revocation, consented to and
approved the amendment.
(f) Ownership of Bonds. For the purpose of this
Section, the fact of being a Bondholder and the amount and
numbers of such Bonds, and the date of being a Bondholder,
may be conclusively presumed, or may be proved by an affi-
i
davit satisfactory to the Issuer and the Trustee of the
person claiming to be such Bondholder, or by a certificate
executed by any trust company, bank, banker, or any other
depository wherever situated showing that at the date there-
in mentioned such person has on deposit with such trust
company, bank, banker, or other depository, the Bonds des-
crilDed in such certificate, or in any other manner, whether
or not the Bonds are so deposited, as the Trustee may ap-
prove. The Issuer and the Trustee may conclusively presume
that the status of any Bondholders will continue until
written notice to the contrary is served upon the Issuer and
the Trustee.
(g) Amendments Without Consent. Notwithstanding the
provisions of (a) through (f) of this Section, and without
publication of the proposed amendment and without the con-
sent of the Bondholders, but subject to approval of the
Approving Officer and, in the case of any amendment to the
.
Trust Indenture, with the approval of the Trustee, the
Issuer may, at any time, amend any Bond Resolution, or the
Trust Indenture, to cure any ambiguity or cure, correct, or
supplement any defective or ircon:,istent provision contained
therein, or make any other change that does not in any
respect materially and adversely affect the interest of the
i
. t .
21 A
i
~..+`.r._,..:.... -r 1: . ' ~ •.w.,.•rJnr„wrawu.,-.a:.itJn
Bondholders, provided that no such amendment shall be made
contrary to the proviso to Section 13(a), and a duly certi-
fied or executed copy of each such amendment shall be filed
with the Trustee.
Section 14. ESTABLISHMENT OF CONSTRUCTION FUND. (a) `
Deposit of Bond Proceeds into Construction Fund. Prior to or 4
,
immediately after the sale and delivery of the Bonds authorized '
hereby, the Issuer shall establish the Construction Fund
with the Trustee,' as defined in and required by the Agreement.
The Issuer shall deposit all of the proceeds from the sale.
and delivery of the Bonds authorized hereby into the Construc-
tion Fund. The Trustee shall draw on and use the Construction
Fund as hereinafter provided. The amount -so deposited into l
the Construction Fund shall constitute the Loan made to the
User by the Issuer' as contemplated and provided in the
Agreement. -
i•
~r
(b) Investment of Money in Construction Fund.' Any
money held as part of the Construction Fund, other than the
amounts described in Section 15(a), shall be invested or
reinvested by the Trustee upon the written direction of the
Approving Officer, and in accordance with applicable laws,'
rules and regulations governing the Trustee, in any obliga-
tions, including certificates of deposit of the Trustee or
any othhr national or state bank. The Trustee shall make no
investments except as specifically directed in writing by
• the Approving Officer. The investments of the Construction
Fund shall be deemed to be a part of the Construction Fund,
and for the purpose of determining the amount of money in
she Construction Fund, such investments shall be valued at
their cost or market value, whichever is lower. The income
and profits, including realized discount on obligations
purchased, received from such investments shall be deposited
in or credited to the Construction Fund, and any losses on
investments shall be charged against the Construction Fund.
Upon the written direction of the Approving Officer the
Trustee shall redeem or sell all or any designated part of
such investments employing, in the case of a sale, any
commercially reasonable method of effecting the same. The
Trustee shall not be liable or responsible for any loss
resulting from the redemption or sale of any such investment
as herein authorized; except that, (nothwithstanding any
provisions of the Agreement), the Trustee shall be liable
for: (1) any loss resulting from its willful or negligent
failure, within a reasonable time after receiving the written
direction from the Approving Officer, to make, redeem, or
sell any investment in the manner provided for herein, and
(2) any loss resulting from the making, redeeming, or selling
of any investment which was not authorized by written direction
of the Approving Officer. If the Trustee is unable, after
reasonable effort and within a-reasonable time after receipt
22
I
. tom. + w• , , - y ~ . . ' .r~l ~ ' _ , 3
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
I
I •r
j
r F
r r
• L j i
I' of the required written direction, to make, redeem, or sell
any such investment, it shall so notify in writing the
Approving Officer, and thereupon the Trustee shall be relieved i
r
of all liability or responsibility vAth respect thereto. ;
(c) Deposit - " Accrued Interest, Income, and Profits. ;
Any accrued int~~ e~ : received from the sale of the Bonds,
and upcn the written direction of the Approving Officer and
i to the extent that such use is consistent with the recrsire-
ments of Section 15(b)(v) all income and profits received
from the investrie t of the Construction Fund, shall (as soon '
I ;
as practicable after any receipt thereof has been deposited }
in or credited to the Construction Fund) be transferred by '
;s the Trustee and deposited into the Debt Service Fund to be
used to pay interest on the Bonds during the period of
construction of the Project. i
Section 15. PAYMENTS FROM CONSTRUCTION FULNM. (a) i
Issuer's Administrative Overhead Ex..ens_es and Other
..r Cos,,s.
Irr,m(JiateIy after the delivery of the Bonds authorized ;
hereby the Trustee Shall pay directly to the Issuer the '
amount of $ in accordance with the Agreement*, e • ~
being
I- • _ - the amount rec,-:iced to reimours. -'_hs Issue= for its adminis-
trative and overhead expenses directly attributable and
U
chargeable to the costs of issuance of the Bonds authorized
I hereby and the acquisition, construction, c .yipping, and
fu_r.ishing of the Project. Also, i.:mm,ediat_ly aftar the
delivery of the Bonds authori :ed hereby, the Trustee shall
{ pal directly out of the Construction Fund, prox.ptIy after
receiving the bi'_13 or state.rrients therefor, all of the
actual expenses and costs of 1&5suancre of such Bonds, including,
wit.-.out limitation, financing charges, printing and engraving
1 e:~p,~-.rizes, the fees and expences of accountants, financial ;
r advisors, and at -orz.•t ors, and the initial fees and expenses
of the irustee►.
(b) Reimbursement for and Pavm,cnt of Cost cf Project.
Subject and subordinate to making the oaymants required by
t'ri: preceding paravraph, the Trustee shall make an initial
pati::.c.nt, if requested by the User in the manner described
Idelow for pay-merlts from the Construction Fund, to reimburse
tht: User for any Cost of the Project, paid by the User or
to such ci.~te of tdelivery. The Trustee shall m.a:re such
initial nc:ym,.;-nt, if requested, and shall make any
4:S ,)i,, 4he Construction Fund to enable the User to
+u'J, or to reimbur M` the U:ier for naying, a:Ly Cost o-.:' the
I'ro,J ect, fro:; triple to t;'_me' upon rece-i t by C e T rusteta of a
z: f <~•_:.<;t of t1:e User si(lned by the Approving Officer. Suc
rC,*!!.>_:,t Shall be accompanied by a certificate stating with
re:: -ect to <ach L)a,,wc:nt as iollow3:
F
' ~ r.. • . ~..a... Jar.. V... •~r.•.1~.«' Jam, r~+r • r.. ' • ' • •~~L
(i) the expenditures, in summary form, for which
payment is to be.made or for which reimbursement is
requested;
(ii) that the amounts requested are to be, or have
been paid, by the User for property or to contractors,
subcontractors, materialmen, engineers,. architects; or
other persons who will perform or have performed neces-
sary or appropriate services or will supply or have
supplied necessary or appropriate materials for the
acquisition, construction, equipping, and furnishing of
the Project, as the case may be, and that, to the best
of his knowledge, the fair value of such property,
services, or materials is not exceeded by the amounts
requested to be paid;
(iii) that no part of the several amounts requested
to be paid to the User, as stated in such certificate,
has been or is the basis for the payment of any money
in any previous or then pending request;
(iv) that the payment of the amounts requested
will not result in a breach of any of the covenants of
the User contained in the Agreement, and particularly
those covenants in Sections 4.OS and 4.06 thereof which
relate to the Code and the Regulations; and
(v) that the expenditure of such amounts to be
paid, when added to all previous disbursements from the
Construction Fund, will result in at least 90% of the
total of such disbursements, other than disbursements
for issuance expenses, being used to provide land or
property of a chaLsicter subject to the allowance for
depreciation undPi Section 167 of the Code (which
expenditures are ,t•,iounts paid or incurred which are,
for federal income tax purposes, chargeable to the
Project's capital account or would be so chargeable
either with a proper election by the User [for example,
under Section 266 of the Code] or but_for a proper
election by the User to deduct such amounts).
1
Y~
rir •
i•F 1
~ i.
}rK ~ ,
e 4
(c) Reliance by Trustee. The Trustee shall rely fully
on any such request and certificate delivered pursuant to
this Section and shall not be required to nake any investiga-
tion in connection therewith. If amounts paid by the Trustee
with respect to any portion of the Project should exceed the
i
cost thereof,, the User shall promptly repay such overpayment
into the Construction Fund.
Section 16. SURPLUS CONSTRUCTION FUNDS. (a) Disposi-
tion of Surplus Funds. The completion of the Project shall
be conclusively evidenced, and the date of completion shall
'
24,
y
a
'
'
•
_ .
~ '
, 't ' . r I , ,r'- , - 'Y ' -
r ' f ,
r•• r ' ' -
•
fix.
of
~F.
1-
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
r
a 't
be established by a written certificate of completion to be
signed by the Approving Officer and delivered to the Trustee
~Inrrediately upon completion of the Project. If, upon the
'completion of the Project, there shall be any surplus funds
remaining in the Construction Fund not required to provide
for the payment of tine Cor.t of the Project, or if any funds
are on hand in the Construction Fund at the time of the
release of the Trust Indenture under the terms thereof, then
any such funds shall be uned immediately to pay, redeem, and
retire Border, in inverse numerical order, to the extent of
any such available funds; provided that prior to such use,
the Issuer and t:a Trustee shall have been furn,sh_d w4 th an
un-nialified opinion of Bond Counsel to the effect that the
use of moneys from the Construction Fund for such purpose
will be lawful and will not impair the exemption of interest
or. the Bonds from federal income taxation; and provided,
further, that the User shall deposit into the Constructior.
Fund prior to such redemption an amount .uffieient to taus:
the total amount in the Construction Fund to be ecual of
$5,0C0.
(b) Disposition of Construction Fund upon Accelera-
tion_^d RvaL, I:,tzon. If the Trustee - shall declare the
~.rirc :n :l of the Bonds and the interest accrued thereon
i=nediately due and payable as the result of an Event of
DeLault specified in the Trust Indenture, or if the Bonds
are ortionally or mandatorily redeemed prior to maturity as
a whole in accordance with their terms, any amounts re^azninq
in tl:e Construction Fund shall be used im--ediately by the
Trustee :or the purpose of paying principal of, redemption
preMium, if any, and interest on the Bonds when due.
Section 17. De-►MCL•D, MUTILATED, LOST, STOLEN, OR
DESTROYED BONDS AIND COUPONS. (a) Replace-ent 2,3nds. In
the ev'.nt any of the outst:;ndirg Bonds or interest coupons
app'°_:talning thereto is damaged, mutilated, lost, stolen, or
de5t_oyud, he Issuer shall. e:;ecute, and the Trustee s_^.tll
aut;:ient_cr.tc, a new bond of the some principal amount and
ma•:urity with co ipons corresponding in all respects to t-hose
unpaid coupons, if any, of the damaged, mutilated, lost,
or destroyed Fonda or coupons, in exc ange and
ao L,st:tution for such Bond and its coupons, if any, or in
lieu of and :uaft_tution for such Bond and its coupons, if
any.
t
t
,
,
i
ti
i~
,
~a
(b) At:plicatjon_f_or Subst_ittite Bonds. Application for
e::t'tilr?:tyC 11 SNl)J<itui:Va qi damaged, mutilated, lost,
si.olet:, or dS :stroycd Licndi;' and coupons shall be made to the
I~ •aez'. I;i ev-,:ry ca.:e, the applicant for a substitute bond
:~::.a! i f+,11:t11S;1 Lo tlx,, isau,:l: alt+i to the Trustee cuch sac::r_ty
e.5 Inay 13e r-:clltirud by t.hom to save each of them.
and t:l:e i,:jrl:+a rgnnlt 11al:lllleju, In every case of loss,
htft, or d:!,,O_guctioll c,t a Bond or a coupon, the applicant
25
46
_tz
ter. ♦ • • <a . - ti f w~fJ r-_ r~ _ J.w+r 1 ,tom 1
• A-I
r
Ii
shall also furnish to the Issuer and to the Trustee evidence
to their satisfaction of the to-,s, theft, or destruction,
and of the ownership of such Bond or coupon, as the case may
be, and in every case of damage, mutilation, loss, theft, or
destruction of a coupon or coupons only, the applicant shall
surrender the Bond to which the coupon or coupons so damaged,
mutilated, lost, stolen, or destroyed appertain, with all
coupons appertaining thereto (including any mutilated coupons)
not lost, stolen, or destroyed. In every case of damage or
mutilation of a Bond only, the applicant shall surrender the
Bond so damaged or mutilated together with all coupons, if
any, appertaining thereto.
(c) No Default Occurred. Notwithstanding the foregoing
provisions of this Section, in the event any such Bond or
coupon shall have matured, and no default has occurred which
is then continuing in the payment of the principal of,
redemption premium, if any, or interest on the Bonds, the
Issuer may authorize the payment of the same (without surrender
thereof except in the case of a damaged or mutilated Bond or
coupon) instead of issuing a substitute Bond and coupons, if
any, provided security or indemnity is furnished as above
provided in this Section.
(d) c arse for issuing Substitute Bonds. Prior to the
issuance of any substitute bond and coupons appertaining
thereto, the Issuer and the Trustee may charge the owner of
such Bond with all legal, printing, and other expenses in
connection therewith. Every substitute bond (and any coupon
or coupons attached thereto, if any) issued pursuant to the
provisions of this Section by virtue of the fact that any
Bond or any coupon is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or
not the lost, stolen, or destroyed Bond or coupon shall be
found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of the Trust Indenture and this
Initial Bond Resolution equally and proportionately with any
and all other Bonds and coupons duly issued under this
Initial Bond Resolution.
(e) Authority for Issuing Substitute Bonds. This Ini-
tial Bond Resolution shall constitute sufficient authority
for the issuance of any such substitute bond and coupons
appertaining thereto without necessity of further action by
the Board of Directors of the Issuer or any other body or
person, and the issuance of such substituted bonds is hereby
authorized, notwithstanding any other provisions of this
Initial Bond Resolution, except to the extent otherwise
required by law.
Section 18. NO ARBITRAGE. The Issuer and the User
have covenanted to and with the purcaasers of the Bonds that
they will make no use of the direct or indirect proceeds
26
i
r
r
• ~
a
I
r
r
1a
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
r
- r r f
`v • T • i •
t
i
r
i
t
thereof at any time throughout the term thereof which, if
such use had been reasonably expected on the date of delivery
of.*_he Bonds to and payment therefor by the purchasers,
would have :aused thr i uinds to be arbitrage bonds within the
meaning of Section 1G.,%c) of the Code or any Regulations or
rulinq,.-- pertaining thereto; and by this covenant the Issuer
and tn-i User are obligated to cooly with the requirements
of the aforecaid Section 103(c) and all applicable and
pectin- t F=rulations relating to arbitrage bonds. The
Issuer and the User have further covenanted that tr:e direct
or .rdirect proceeds of the Bonds will not otherwise be used
directly or indirectly so as to cause all or any part
thereof to be or become arbitrage bonds within the meaning
of the afores--id Section 103(c), or any Regulations or
rulings pertaining thereto.
Secticn 19. SAL-E OF THE. BONDS. At the specific rec_-,est
of the User, the Bon:3s are hereby authorized to be sold, and
shall be deliv-red to Goldman, Sachs & Company, for the
pr: ce of 99;; of the principal amount thereof and accrued
interest :o tha date of paln.i_tnt and delivery pursuant to the
tons of a Bond Purchase Agreement dated as of the date of
the adoption of this Resolution, between Brazos County
inciust_ial Development Corporation, Union Pacific
Corporation,
Cha.-plin retroleum Conpany and Coldr^an, Sachs & Cor•pany.
The Presida-it and Secr_tary are authorized and directed to
e%ecute s:.d deliver the Bond Purchase Agreement in substan-
tiill,, tl,e form attached hereto as Exhibit A. Such officers
are further authorized to tape such actions as ray be neces-
sary to carry out the intent of this Resolution.
Section 20. TRUST INDE:.TURE. For the purpose of addi-
tionally securing the payment of thu Bonds, the redemption
pramit.+n, if any, and the interest thereon, and for the
purpose of providing for and fixing in more detail the
rli7,Its of the or.rers of she 50: ;is any:, any interest coupons
appertaining thereto, and of the Issuer, the Uzar, ana the
Trustee, and for the curcose o' making Tore effect_ve tze
first lien on and pledge of the payr••_nts to be ^ade pursuant
to the AgreeTEit and th:.s Initial Bend Resolution, a Trist
Incic-I:*_ure in zabstartially the follo,.,ing _orm and substance
=hall be cigned, sealed, and otherwise executed and delivered,
for and on behalf of the isnuer, by the ?recicant and t::_
Secretary of its Board of Dlr2ctors, after -,hich the Trust
:n%,-nLure 7hall be e:Cecu ed by the T:ustee and Zhal: bezo e
effective ur»tn the delivery of the Bonds authorized here!,-),,,.
t
0111 r ~ ~ a r• ~ ~"J f
27
yr _
'77
1 r ~ r ` r
"~a~E ~
-
TRUST INDENTURE
BETWEEN
BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
AND
REPUBLIC NATIONAL BANK OF DALLAS
Pursuant to and under this Trust Indenture the Brazos
County Industrial Development Corporation has granted a
security interest in and assigned to Republic National Bank
of Dallas as Trustee, all of its interests in all "Installment
Loan Payments" due pursuant to and under the "Loan Agreement
between Brazos County Industrial Development Corporation and
Champlin Petroleum Company" (and in the "Loan Payment Guaran-
tee" under the "Guarantee Agreement" attached to and made a
past of said Loan Agreement) to secure its Revenue Bonds,
Series 1981 (Champlin Pe-I.-roleum Company Pro)ect).
Brazos County Industrial Republic National Bank
Development Corporation of Dallas
Brazos County Courthouse Corporate Trust Department
Bryan, Texas 77801 One Dallas Centre
Dallas, Texas 75201
JWR12
i
a+
s
01
L
t
• 't'- 1 It
i
E
. 1
1I, 1
I t~
Y
f
TABLE OF CONTENTS
~ .rte-_-. ; ~.....-~-J._r_._ IL-_ _ _ ~ _ _ _ . .
i
Y
i
(The Table of Contents is not a part of the Trust Inden-
tusa but is for convenience of reference only)
PAGE
Parties
Recitals
Granting Clause
N
-
ARTICLE 1.
ACCEPTANCE OF TRUST
'r
ARTICLE 2.
DEBT
SERVICE FUND AND CONSTRUCTION
FUND
ARTICLE 3.
NOTICE TO USER AND THE GUARANTOR
ARTICLE 4.
ACCOUNTS AND RECORDS
'
(a)
Separate Records to be Kept
(b)
Annual Report
(c)
Right to Inspect
{ ARTICLE S.
ENFORCEMENT OF RIGHTS IN CASE OF
DEFAULT
(a)
Appo_-ntment of Trustee and
Rights of Holder
(b)
Control by Trustee
(c)
Evenzs of Default
(d)
Declaration of Principal and
Interest Due
y'
(e)
Enforcement by Trustee
(f)
Remedies Non-Exclusive
(g)
Waiver of Defaults
(h)
Discretion of Trustee
(i)
Application of Moneys
(j)
Judicial Proceedings
•
(k)
Enforcement of Remedies Without
Possezsion of Bonds
(1)
Direction by Majority in
Principal Amount of Bondholders
(m)
Notice by Trustee
(n)
Concurrence of Bondholders
(o)
Default of Payments
(p)
Notice to User of Past Due
.
Payments
is -
1
2
3
3
4
4
4
4
5
5
5
6
7
7
8
8
8
9
10
10
10
10
11
11
11
t
i
s
i
i
i
i
i ,
i'
-
,•.LJ::Lv:,awl..+.ar.............}.-..__...
......r.L..,..i... _.-._-~-r...
. - _
1,. ,
I, •1 1 b
1
7 - ~~~~~III
PAGE
ARTICLE
6.
CONCERNING THE TRUSTEE
11
(a) Not Accountable for Bond
Proceeds
12
'
(b) Reliance by Trustee
12
i
(c) Compensation of Trustee from
I
Debt Service Fund
12
(d) Limited Responsibilities
13
(e) Advice
13
'
(f) Trustee May Own Bonds
13
4
(g) Fees
14
,
ARTICLE
7.,
SUCCESSOR TRUSTEE
14
I
'
(a) Resignation of Trustee
14
a
(b) Removal of Trustee
14
(c) Appointment of Successor
Trustee
14
}
;l
(d) Transfer to Successor Trustee
15
(e) Merger or Consolidation of
j
iar
Trustee
16
ARTICLE
S.
RELEASE OF INDENTURE
16
(a) Satisfaction of Indebtedness
t`
s
and Release of Indenture
16
-
(b) Payment, Advance Funding,
;
1
and Defeasance
16
i ,
(c) Government Obligations
17
ARTICLE
9.
AMENDMENTS
17
ARTICLE
10.
MISCELLANEOUS PROVISIONS
17
(a) Acknowledgements and Ownership
of Bonds
17
(b) Trustee May Require Proof of
Ownership
18
1
,E
(c) Consent of Bondholders
18
(d) Survival of Valid Bonds
18
(e) Unclaimed Funds
19
f
(f) Rights of Parties
19
i
(g) Severability
19
(h) Law
19
f
ARTICLE
11.
RECORDING
20
r
c
(a) Trustee to Record
20
(b) Non-Encumbrance
20
i Execution by
the Issuer
21
_
.
~ Execution by
the Trustee
21
tj p'' I
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
,
r
4
•
'
' ,
•
_ .
..r
. f X
v
•3r
.
-
1 -
1
i ~
41,
,
'
.
.
.
'1
t
•
I
t
•
•
1
'
• '
t
' 1
, '
•
y
~ y'
?
' ,
r
,
'
'
7 1
- •
[
.
r
.
, ~
•
-
~
,
J ~ ,
'7 ' •
TRUST INMENTUPE
THE STATE: 0: TE:•:.;5 ,
h::A: 0S CCUNN. i INDUSTRIAL DL•:VELO. MENT CORPORATION
'.H!S TRUST INDENTURE, dated as of June 1, 1981, executed
by sn'd herlooon Brazos County Industrial Development Corporation
(the "Io ver"), a nonstock, nonprofit industrial development
corporation organized and ex:.sting under the laws of the
St.a}` of Texas, including particularly the Development
Corporation Act of 1979 (Chapter 7C0, Acts of the Regular
-of the 66th Legislature) (the "Act"), and Republi:
try; it Sank of Da1Zz,a, Dallas, Texas, a national banking
,ori Z~; on duly organized ana existing under the laws of
t.ls Unit--!d of ;merica and having Its principal office
in the C.-.y of Dallas, a::aa, as 'iruztee (the "trustee") :
W I T N E S S E T H THAT:
Wi:REAS, a "Loan Agreement between Brazos County Indus-
trial Dc-_velopment Corporat_on and Champlin Petroleum Company",
Cured r : of June 1, 1951,,, (the "AcIrcement") has been duly
e,cenutod bl:tween the issuor and Champlin Petroleum Company
w? th the Laser being a corporation organized
and •e..c1~ tin-_ under the laws of the State of Delaware, and
ti_ng fully qua:lffied to transect bus:,ness in the State of
TcxaS; and
attached to and :wade a part of the Agreement
ifs -.a "Cuzra:itee Agreement" betoon the Issuer and Union
('he "Guarantor") whe:eunder --e Gustartor
-an rantP_ed all obligations of the User under he A.Cree-
nt;_nt d p4_ ._cularly the cbliaatron of the User to make
ti_r ?2•^t::._1:^= Loan P yn.enc _-,red therezri; and
4d:,. ,=:,aa, an executed copy of the Agreerient, including
teas J~~: 1•:Le:b - ='L:~e 1: has filed w=.... t.-.e ==.:s==e
,J t•:•10- Z'11 r':'v:.es o 1S •'_'t~ Ii::1•:::~.•.:~E' -:,e term "r'.5`ee-
11.,: l- pall me tn'Ind ;xiclude t*-.- Guar•:i- Agreement; and
:•:f`_l.iG.I.S, CGL1rauE^t t0 *11@ r.cjtreer.ent; the So -d of "-_rectors
fl a ::•L:' f:r, ~.'.1~1.V aiC?•~i~'t.•~~l %1 T{Jii ~•'~'J: ~~'.~'.~.:Ztij T:;
i •':`rtJ:: (l.' :?:?i`'.IJ ~~ti1:~;'!'>. '_i:DtS'r:~::::. 1•t."7,, C' Z. .ATIGN
al, :1.1•01' `LHr OF
::iU::'C which,
4 <,;~5_~.t•V 11: w1: .•l Jlf tl t: tJ T, thy. 1..: CU, 1.3 : :11.CA C~Z CaL~eZ
11:1411"; c.: a.
.j
I
i
1
1
t
t {
1
' ` y 7 • '1 , ~.'i/{i~ 31', 1
`i 'vi 7dji.. .b1~ 4•~,iu `,i
~ 'J ` .i .ii r•.'' ~-'•7 r' S~ ~'r„1 ,t`f:r , '.11 _ - -
1
~..r. ~__a....._.. _-rte .i • -,..n ..r..__.-... ~j~A
Vol'
WHEREAS, the Initial Bond Resolution authorizing the
issuance of BRJNZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
REVFN'UE BONDS, SERIES 1981, (CEAMPLIN PETROLEUM COMPANY PRO- ~
JECT), in the aggregate principal amount of $1,000,000 which
together with any replacement bonds and any additional parity
revenue bonds ("Additional Bonds") authorized to be issued
by the Initial Bond Resolution, are hereinafter collectively
called the "Bonds"; and
WHEREAS, a certified copy of the Initial Bond Resolution
has been duly filed with the Trustee; and
l
WHEREAS, pursuant to the Initial Bond Resolution, a ~
certified copy of each resolution authorizing the issuance
of each series or issue of Additional Bonds shall be filed
with the Trustee prior to the delivery thereof; and
• WHEREAS, as used in this Trust Indenture the word "Bond
Resolution" shall mean and include collectively the Initial '
f Bond Resolution (including the Trust Indenture prescribed
F and authorized to be executed in the Initial Bond Resolution)
and, when adopted and filed with the Trustee, each resolution
¢ authorizing the issuance of Additional Bonds together with
any supplemental resolutions or amendments to such resolutions
or the Trust Indenture; and
WHEREAS, pursuant to the Agreement and the Bond Resolu-
tion and subject to the terms and provisions thereof, the
i Bonds, the redemption premium, if any, and the interest
thereon, are and shall be payable from and secured by a
first lien on and pledge of the payments designated "Install-
ment Loan Payments" to be made or paid, or caused to be made
I or paid, by the User and/or the Guarantor (or its or their
successors or assigns under certain circumstances) to the
t Trustee; and
1
WHEREAS, for purposes of this Trust Indenture, the
definitions of terms in the Agreement, and the Bond Resolution
are hereby adopted, and the terms used herein shall have the
same meanings as such terms are given in said Agreement and
Bond Resolution unless a different meaning is given herein;
and
WHEREAS, the Trustee has accepted the trusts created by
this Trust Indenture, and in evidence thereof has joined in
the execution hereof.
NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH:
I
2
t ,
7
~w.
ld~ll
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
r '
r
.
i
7
1
d
i
•I
.I
t
':hat the issuer ±.n consideration of the premises and
tilt' acceptance by t11e Trustee of the trus*_;, hereby created,
and o r. e pl:c ..a:-;e and c..t_:':421c of the ?o c1s by t!1
o',::?e.rs t11=•rcof, and for othor good and valuable con cid-_- a-
tion, th receipt of which is- hErci y Zacr`:i',Jled•j and _"or
t _ purpo3e of s_•cutrinj an:1 prw:JLd_-,-j for the L~~V~:°^t of the
pt'nc-,pal of, re_-mpt,_o^_ Drt: lLt1, if any, and inter-on
t:.'? 1-onclsi at any time l:ss:: d T:n•l outsta::G1nq, when ail
.i'.: .11:d oxp-'n:iC-t of L}-1'_ the Re ist,:.:ar, ar.-1 the
1.C. c a. S
Pr.V_n-j t.•1'.!^. `La for the t5rl,::C:i, a all O_ ~:1-_ ~~r t '7t' !T•C:f•t
z'~ be ~C._ ~~y USA== a'11/OZ `.tilt3 G`]dl'a:1`Or L::1 iUI E Ci: 3c..'. -nt
th1:C1 :1% load Resolu ion, has granc-ed a security
ci:.t! tr anz; cried, plCd'1ed, see: over, -and conf2.-nmad, and
by n:'2s,-:nl:s Cod's gran-, a security inter~_:it in, irjn,
t o r, and confirm unto zha Try :.t__, and to Itz;
succ-c!s,_;or or :'_1cce:;sors In said truss, and to it.: or th,',ir
as.,.iris, all and 3iIl Juiar ( 1 ) 3:1 of its rlC~t:t, _le, and
nt:; as
inn, C _.^-.t .Ln inld to tl,~- 1nsc i1lrlellt Lorarl P :y:
nd hiC!'i ~~t.Cl in the iydL li'1`'_:IL' 3114 the Boni Resolm.tlon, )
c:.rvice Fund and t,-.e Con,.; 'Lam:. cn Fund "reated
.,~1 _ . by
ti:l' teal Bcnd Resolution, and (I1=) a:1 cf i :s ric~:zt,
title, and int~t2:°st in and to the "Loan °aym-:mt Guarantee"
as d,2,fiI ed, re,^_-u1red, and provided in the Guarantee Ngree-:.ent
u.,on, m sub3ect to the terms, cond.,-:_ions, stl5',:_at2.ons,
r 0 •J111. ' Zrjre•,ments, ..ru-ts, uses, and purposa3 ner•_inl=ter
e:-p:. sed; and' the I:3_v_1G•r and the Trustee have a reeds and
l:hc-j ho: C 1y ac1r~e and covenant w2. t'n the r=s^?C.t1Ve owners
f--.0m to t:Ill^_ of the and the intt.rosl. coupons, if
i-rpo_rtaining therr.to, a: :O11G :v, t0-lilt:
Article 1. OT TRUST. The Trustee h,2:-Eby
acc,tnta the trusts, d!. ti,1 s, o7i1 .tions, and . C:qu_ri:mS-r.tS
,CC '10=Et: on it by the Bond RE!:.olutlon and zhis TrUSt '_:1"-anL__e,
to C:1:_y out and :erIorm, urict:.lc?lly and
t-, v. :I Y, such dutie , obl,_C(3`,1on.',, inch fo_" :E
11 _t of tin issuer, the Guar-_' tC a::,-~ th°
o',:ners of th•2 Fonds. it 1s furthar zoocl__cally arlr_:a t._:t
_h tll_ _.e will act as r r ..e 0:.
all times while it is TZUSLa3, :]s
for thC. Lotds a1L _ll timc!`, •..:_.lle =i. 1.;
TLL: Stt_.e will eacli t: ~:CClt t, i n:( tilt: T 1z; Lus r..'_ 4-.._._.. C_ P.'IZ'-e _.z h C..__•7 i. a~'_^.
1:1'1 oa C-i Ch of the B-cm-1C, as pro ;'ici--d in t'-t' ~'=-.C _ ~i•_.^.,
ant- LC 11111 50 c3L1~~1?l:::iCai _ th Gi_~ :C S w has _ _ _ [ t.:t?
prior tQ the ut.l r`j c,--:' tt:t `C::C.:,, a` Z2.m_
ii. si..ch mane.-~`_" s directe-_' h-J C:::_ .33'.1er.
11,
_ D.
Article Lt%E;'1' Et,crTC.. _U?;7 .•.T.•,1D CCTACT.
i?•. ')t ji !':~1Ct? Z1i11L1 1[1.1 t:. ~vI r:lct10 1 .L:. c?'_2c:f. i JY
:h,j I11Ltial JQnd RO!,Olt1'1i1an are an-_; eszab-
i_.lhcr3, re a,r.ctlvtrly, in trU._,t, w-th t:e and
"IP a 2.
i
~I
i
-
I
.i
z
,
Trustee agrees to hold, administer, deposit, secure, invest,
and use said funds in all respects as provided and required
by the Agreement, the Bond Resolution, and this Trust Inden-
ture.
Article 3. NOTICE TO THE USER AND THE GUARANTOR. On
or before the 15th day prior to each date upon or before
which each Installment Loan Payment is required by each Bond
Resolution to be deposited into the Debt Service Fund, the
Trustee shall give written notice to the User and to the '
Guarantor, by hand delivery or first class mail, postage
prepaid, at such address as the User and the Guarantor shall
from time to time designate and file in writing with the f
Trustee, of the amount, if any, of each Installment Loan
Payment required by each Bond Resolution to be made by the
User to the Trustee and deposited by the Trustee into the I
Debt Service Fund, on or before such date. Such notice
--hall give a brief statement of the manner in which the
amount due was calculated, including a showing of all credits ~
on account of available moneys ii: the Debt Service Fund. ;
The failure of the Trustee to give, or the User or the
Guarantor to receive, any such notice shall not relieve the
User or the Guarantor of its unconditional duty and obligation
to make all deposits or payments of Installment Loan Payments
to the Trustee as required by the Agreement and each Bond
Resolution. -
Article 4. ACCOUNTS AND RECORDS (a) Separate Re-
cords to be Kent. The Trustee shall keep proper books of
records and accounts, separate from all other records and
accounts, in which complete and correct entries shall be
made of all transactions relating to the Installment Loan
Payments, the Debt Service Fund, and the Construction Fund.
(b) Annual Report. Within 90 days after each anniver-
sary date of this Indenture, the Trustee will furnish to the
Issuer, the User, or the Guarantor, and any owner of any
outstandin7 Bonds who may so request, a copy of a report by
the Trustee covering the twelve months ending on such anni-
versary date, showing the following information:
(1) a detailed statement concerning the receipt
and disposition of all Installment Loan Payments and
the disposition of the amounts in the Construction Fund
(until the Construction Fund shall have been fully
disposed of) ; and
(2) an asset sta'tf.ment or balance sheet of the
Debt Service Fund and of the Construction Fund (until
the Construction Fund shall have been fully disposed
of).
4
;
t •
l '
.J
t:
1 -
{
(c) Right to Inspect. The Issuer, the User, the
Guarantor, and the owners of any Bonds shall have the right,
at all reasonable times and upon reasonable notice, to
inspect all records, accounts, and data of the Trustee
relating to the Debt Service Fund and the Construction Fund.
A~
i
c.
1
Article S. ENFORCEMENT OF RIGHTS IN CASE OF DEFAULT.
(a) Appointment of Trustee and Rights of Holder. The Trustee
is hereby irrevocably appointed the special agent and repre-
sentative of the owners of the Bonds and vested with full
power in their behalf to effect and enforce the Agreement,
this Trust Indenture, and the Bond Resolution for their
benefit as provided herein and in the Bond Resolution; but
anything contained in this Trust Indenture to the contrary
notwithstanding, the owners of a majority in aggregate
principal amount of the Bonds then outstanding, in case of
uny subsisting Event of Default (hereinafter defined) or of
any other event entitling the Trustee to proceed hereunder,
shall have the right from time to time to direct and control
the Trustee in connection with the enforcement of any of the
provisions of the Agreement, the Trust Indenture, and the
Bond Resolution, and any other proceedings taken by virtue
of any provisions of the aforesaid instruments, including
the right to have withdrawn and discontinued at any stage
thereof any proceedings taken hereunder by the Trustee,
provided that the Event of Default upon which such proceedings
were based and all other Events of Default hereunder shall
have been remedied and made good. Anything contained in
this Trust Indenture to the contrary notwithstanding, each
owner of any Bond shall have a right of action to enforce
the payment of all amounts due with respect to any Bond
owned by him when or after the same shall have become due,
a,* the place, from the sources, and in the manner expressed
in the Agreement, the Bond Resolution, or this Trust Inden-
ture; provided that no right of action shall exist subsequent-
to the time of waiver of an Event of Default in the payment
of any such amount so due and such Event of Default having
been remedied and made good, as provided in Article 5(g).
(b) Control by Trustee. Except as otherwise provided
in this Article, the rights of action with respect to this
Trust Indenture shall be exercised by the Trustee and no
owner of any Bond shall have any right to institute any
suit, action or proceeding at law or equity for the appoint-
ment of a receiver or for any other remedy hereunder or by
reason hereof unless and until in addition to the fulfillment
of all other conditions precedent specified in this Trust
Indenture, the Trustee shall have received the written
request of the owners of not less than 25% in aggregate
principal amount of the Bonds then outstanding and shall
r~
F.
e
t
a
N
r
3
v=~
L I
i•
i
i
i
r
r
i
I
. l
i
1
I
{
00
6
have been offered reasonable indemnity satisfactory to the
Trustee and shall have refused, or for 60 days thereafter
aerjlected, to institute such suit, action, or proceeding;
and it is hereby declared that the making of such request
and the furnishing of such indemnity are in each case condi-
tion-- precedent to the execution and enforcement by any .
owner of any Bond of the powers and remedies given to the
Trustee hereunder and to the institution and maintenance by
any owner of any Bond of any action or cause of action for
the appointment of a receiver or for any other remedy here-
under; but the Trustee may, in its discretion, or when duly
requestc•1 in writing by the owners of at ; , ast 25% in aggre-
gate principal amount of the Bonds then outstanding and upon
being furnished indemnity satisfactory to the Trustee against
expenses, charges, and liability, shall forthwith take such
appropriate action by judicial proceedings or otherwise to
enforce the covenants of the User and the Issuer as the
Trustee may deem expedient in the interest of the owners of
the Bonds.
(c) Events of Default. Any ,jne or more of the follow-
ing events shall constitute and hereinafter shall be called
an "Event of Default":
(1) the failure by the Issuer to make due and
punctual payment of principal of, redemption premium,
if any, and interest on the Bonds, whether payment is
required at maturity or by call for redemption or
otherwise; provided, however, that if such failure
shall arise other than by reason of a default by the
User under the Bond Resolu':ion and the Agreement, the
continuation of such failure for two days.
(2) the failuie.of the User or the Guarantor to
make or pay, or cause to be made or paid, any Install-
ment Loan Payment, or any part thereof, when and to the
extent due and required by the Agreement or the Bond
Resolution.
(3) the dissolution or liquidation of the User or
Guarantor in any manner not specifically authorized by
the Agreement, or the filing by the User or the Guarantor
of a voluntary petition in bankruptcy or failure by the
User or 'the Guarantor promptly to lift or suspend any
execution, garnishment, or attachment of such consequence
as will materially impair its ability to carry out its
obligations under the Agreement or the Bond Resolution, _
or the commission by the User or the Guarantor of any
act of bankruptcy, or failure of the User or the Guaran-
tor generally to pay its debts as they become due, or
entry of an order for relief of the User or the Guarantor
PACE
I
{
r I
1
i
1
1
{
r r
.4
1
1
i
i
F '
i
a~
in a bankruptcy case of the User or the Guarantor or
assignment by the User or the Guarantor of a substantial
portion of its assets for the benefit of its creditors,
or the entry by the User or the Guarantor into an
agreement of composition with its creditors, or the
entry of an order or decree applicable to the User or
the Guarantor in any proceeding for its reorganization
or arrangement in any proceedings instituted under the
provisions of any applicable federal or state bankruptcy
statutes, including the federal Bankruptcy Code, as
the, now exist or are hereafter amended or enacted.
(4) the User or the Guarantor defaulting in the
observance or performance of any other of its covenants,
conditions, or obligations in the Bonds, the Agreement,
the Bond Resolution, or this Trust Indenture, and the
User or the Guarantor not remedying such default within
60 days after written notice to do so has been received
by the User or the Guarantor from the Trustee or the
owners of the Bonds; and the Trustee may serve such
notice, in its discretion, or shall serve such notice
at the written request of the owners of not less than
25% in aggregate principal amount of the Bonds then
outstanding.
(d) Declaration of Principal and Interest Due. Upon
the happening of an Event of Default, the Trustee may, in
its discretion, or upon the written request of the owners of
at least 25% in aggregate principal amount of the Bonds then
outstanding, and upon being indemnified to the satisfaction
of the Trustee, shall, declare the principal of all Bonds
then outstanding and the interest accrued thereon immediately
due and payable, and such principal and interest, and any
applicable redemption premium, and any other amounts then
due, shall thereupon become and be immediately due and
payable, anything in the Bonds, the Agreement, the Bond
Resolution, or this Trust Indenture to the contrary notwith-
standing.
(e) Enforcement t'y Trustee. Upon the happening of an
Event of Default, the Trustee may, in its discretion, or
upon the written request of the owners of at least 25% in
aggregate principal amount of the Bonds then outstanding,
and upon being indemnified to the satisfaction of the Trustee,
shall, take such appropriate action by judicial proceedings
or otherwise to cure the Event of Default and/or to require
the User and/or the Guarantor, or the Issuer to carry out
its or their covenants and obligations under and with respect
to the Bonds, the Agreement, (which specifically includes
the Guarantee Agreement, as heretofore prov-ded), the Bond
1 •
I .
Resolution, or this Trust Indenture, including without
limitation, the use and filing of actions for specific
performance, and mandamus proceedings, in any court of
competent jurisdiction, against the Issuer, its Board of
Directors, and its officers, employees, and/or agents, and
to obtain judgments against the User and/or the Guarantor,
for any Installment Loan Payments due but unpaid into the
Debt Service Fund, or for any other amounts due hereunder,
under the Bond Resolution, or under the Agreement, including
all amounts due with respect to the Bonds then outstanding
if declared due and payable as provided herein.
(f) Remedies Non-Exclusive. No remedy herein conferred
upon or reserves to the Trustee is intended to be exclusive
of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or under the Agreement,
the Bonds or the- Bond Resolution, or now and hereafter
existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon the
happening of an Event of Default continuing as aforesaid
shall impair any such right or power or shall be construed
to be a waiver of any such Event of Default or acquiescence
therein, and every such right and power may be exercised
from time to time and so often as may be deemed expedient.
(g) Waiver of Defaults. The Trustee may, and upon the
written request of the owners of a majority in aggregate
principal amount of the Bonds then outstanding shall, waive
any Event of Default hereunder and its ^-:.sequences, except
that an Event of Default in the payment of Installment Loan
Payments, or in the payment of any amounts with respect to
the Bonds when and as the same shall become due and payable,
may be waived only if, the Event of Default therein shall
have been remedied and made good. In case of any such
waiver, the Issuer, the User, the Guarantor, the Trustee,
and the owners of the Bonds shall be restored to their
former position and rights hereunder respectively, but such
waiver shall not extend to any subsequent or other Event of
Default or impair any right consequent thereon.
(h) Discretion of Trustee. In the event the Trustee
shall receive conflicting or inconsistent requests and
indemnity from two or more groups of owners of Bonds, each
representing less than a majority of the aggregate principal
amount of Bonds then outstanding, the Trustee in its sole
di_ncretion may determine what action, if any, shall be
taken, or may choose to take no action notwithstanding any
other provisions of'this Trust Indenture.
.
8
(
i
i
.
I
-
I
i
;t
'r
y
r.
i;
4
1 t
J I
I ~ f
•I~' ~ ' Y
1
I
I
1
•1
i
~W~
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
L i
17 i
• f
19
1
I
'
(i) A clication of Monels. All money collected by the
Trustee pursuant to the exercise of the remedies and powers
provided in this Article, together with all other sums which
then may be held by the Trustee under any provision of this
:I.•ust Indenture as security for the Bonds, shall be applied
its follows:
FIRST: to the payment of the costs and eypenses
of the proceedings "hereunder such money was collecZd,
including a reasonable compensation to the Trustee, i-s
agents, attorneys, and all other necessary or proper
expenses, liabilities, and ad7ances incurred or made by
the Trustee under this Trust Indenture, and to the
pa-ment of all tares, assessments, and liens superior
to the lier. of this Trust Ilh;:enture.
SECOND: to the payment of matured interest on the
Bonds, including, to the extent legally permissible,
interest thereon at the rate of 101 per annum from due
date to date of payment.
T!: MD: to the payment of principal of, redemption
premium, if any, on the Bonds which have been called
for redemption as permitted or required by the Fiord
Resolution or have matured as provided thereby, and
interest thereon, to the extent legally permissible, at
the rate of 10 per annum from the date of redemption
or maturity to date of paj=ent.
F0UT2TH: to the pa,, rent of principal of the Bonds
which have become due by virtue of declaration of the
Trustee pursuant to ?article 5(d), and interest thereon,
to the extent legally permissible, at the rate of 107,,
per annum from the date declared due to date of payment.
FIFTH: to the aa,.-nent of the surplus, if any, to
whomsoever may be is fully entitled to receive t"-.--
came, or as a tou=t of competent jurisdict-on may
direct.
If in making distribution pursuant to the order above stated,
the al;iolliit available for distribution in a particular classi-
fication be insufficient to pay in full all of the items in
:uch clazszfication, the amount available for distribution
to 1t~,n in such classification shall be prorated ario:1; suzh
itemz, in ti:e oro,;rortion that t::e amount each ite 2 lea rs to
of all such it~~r;~. Idotd:tlistatid,n.7 ant t:h_, nr,
~vn'_u.t>ud in this Tru:,t Indenture to the ccntra_•y, If t`Ie
d,zclare the principal of all Bcn .i then out-
£.I1C tl,.(, il:t crt_:;,t accrued thereon dua
..->d I~:=1a:>=e as 't'!;U ):Q-Ult of an Event of Default, or is the
a
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
1
1 U , .
Bondi are to be redeemed as a whole pursuant to mandatory..
i redemption provisions provided in the Bond Resolution, or if
the User shall exercise any option to redeem the Bonds as a
whole in accordance with their terms, any amounts remaining
f in the Construction Fund shall be deposited in the Debt
Service Fund and applied by the Trustee as provided in this
subsection (i).
(j) Judicial Proceedings. In any judicial proceeding
in which the issuer is a party and which, in the opinion of
the Trustee and its counsel, has a substantial bearing on
the interests of the owners of the Bonds, the Trustee, if
permitted by the court having jurisdiction over such pro-
ceeding, may, in its discretion, or upon the written request
of the owners of at least 25;; in aggregate principal amount
of the Bonds then outstanding, and upon being indemnified to
the satisfaction of the Trustee, shall, intervene on behalf
I of the owners of the Bonds to assert the rights of such
owners.
(k) Enforcement of Remedies Without Possession of Bonds.
All rights of action or other rights under this Trust Inden-
ture or otherwise may be brought by the Trustee in its own
name as Trustee of an express trust and may be enforced by
the Trustee without the possession of any of the Bonds or
' any interest coupons appertaining thereto, or the production
thereof on the trial or other proceedings relative thereto.
(1) Direction by Majority in Principal Amount of Bond-
holders. It is expressly provided, however, that the owners
of a major'_4,y in aggregate principal amount of the Bonds
then outstanding, or a committee representing, pursuant to a
written appointment filed with the Trustee, the owners of a
majority in aggregate principal amount of the Bonds then
outstanding, shall have the right, at any time, by an instru-
ment or instruments in writing executed and devliered to the
Trustee, to direct the method and place of conducting all
proceedings to be taken in connection with enforcement of
the Trustee's rights and remedies under the Agreement or the
rights of the owners of the Bonds or the Trustee's rights
and remedies under the Bond Resolution and this Trust Inden-
ture, and may exercise any right or perform any action
hereunder, with the same effect as the Trustee under this
'r Trust Indenture, provided, that such direction shall not be
I
I
i
i
1
l
I
f
otherwise in accordance with the provisions of law and of
this Trust Indenture, and provided that the Trustee shall be
' indemnified to its satisfaction.
(m) Notice By Trustee. The Trustee shall not be
required to take notice nor be deemed to have notice of any
default specified in this Trust Indenture, except for those
i
i
•i
z
i
7
10
' i
I
r r
r
`l
i
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
1 i 1
y • 1
Events of Default specified in Article 5(c)(1) and 5(c)(2),
unless specifically notified in writing of such default by
the owners of at least 25*/; in aggregate principal amount of
the Bonds then outstanding. '
1
(n) Concurrence of Bondholders. In determining whether ;
the owners of a requisite aggregate principal amount of
Bonds outstanding have concurred in any fequest, demand,
authorization, direction, notice, consent, or waiver under
this Trust Indenture br the Bond Resolution, Bonds owned by
or for the account of the User or the Guarantor, or any
person controlled by, controlling, or under common control
of either of thQm, shall be disregarded and deemed not to be
o;:tst)rding for the purpose of any such determination;
prov-, dod however, that for the purpose of determining whether
the Trustee shall be protected in relying upon any such
re_t:est, demand, authorization, direction, notice, consent,
i ar waiver, only Bonds of which the Trustee has actual know-
ledge of auch ownership shall be so disregarded.
(o) Default of Payments. In the event of a default in :
t}-- payment of any Installment Loan Payment, or in the per- ;
f•.mance of any agreement or covenant contained in the
Bonds, the Agreement, the Bond Resolution, or this Trust
Izc:en+ure such payment and oerformance may be (but are not
r
required to be) enforced by the Trustee by mandamus, specific
p•=r:ormance, or by the appointment of a receiver (in equity
;
with power to charge and collect. Installment Loan Payments)
in accordance with the Agreement, the Bond Resolution and
the Trust Inde.ture.
J
(p) Notice to User of Past Due Payments. Pursuant to
the Agreement, Installment Lean Payments are to be paid by
tj
the User directly to the Trustee. in the event that any
i'•
zuch payments are not timely made, the Trustee shall im.•ne-
d-lately not:.-,,:y the User and the Guarantor by wire at the
j
y
ad-dress pro::ided in the Agreement or by telephonic notice
~
with confirmation of such notice by wire, that payment has
!
not been made. 101:ch notice shall be deemed given at the
time the wire is received or telephonic notice is given,
wh1Cht!-;'2r is earlier. Failure of the Trustee to give, or
the U:.__ or the Guarantor to receive, such notice shall not
relieve the User or the Guarantor of any covenant or obliga-
tion under the Agreement, the Bond Resolution or this Trust
Indenture and shall not constitute a waiver of any Event of
U,~:iault under this Trust Indenture.
Article 6. CONCERNING THE TRUSTEE. The Trustee accepts
the trust imposed upon it by this Trust Indenture, but
only upon and eub3ect to the follow_ng express terms and
C
conditions:
1
1
Fyn
' -
- ._.~v.wl.
•
...err...
- - _ _
l
(a) Not Accountable for Bond ProceaEls, In no event
'z 11 th Trustee be liable exce t for its ne li ence or
~1 .
I:
Q. a e p g g
willful misconduct in' relation to its duties under this
Trust Indenture and the Bond Resolution. The Trustee shall
not be responsible for any recitals herein, in the Bonds,
the interest coupons, if any, appertaining thereto, the Bond
Resolution, the Agreement, or for the sufficiency of the
security for the Bonds or interest coupons, if any, apper-
taining thereto. The Trustee shall have no responsibility
hereunder except to the extent of the duties placed upon the
Trastce to hold, administer, deposit, secure, invest, and
use the Debt Service Fund and the Construction Fund as
expressly required by the Bond Resolution, to the extent
funds for `;uch purposes are received by the Trustee, and to
perform the other express covenants and agreements made by
the Trustee under the provisions of this Trust Indenture and
the Bond Resolution.
(b) Reliance by Trustee. The Trustee may rely and
shall be protected in acting 'or refraining from acting in
accordance with the provisions of this Trust Indenture and
the Bond Resolution upon any notice, requisition, request,
consent, certificate, order, affidavit, letter, telegram, or
otter paper or document believed by it to be genuine and
correct and to have been signed or sent by the proper person
or persons, and the Trustee shall not be bound to recognize
any person as an owner of Bonds or to take any action at his
request, unless the Bond or Bonds owned by such owner of
Bonds shall be deposited with the Trustee, be registered in
the name of such owner on the Bond Registration Books kept
by the Trustee, or submitted to it for inspection. Any
action taken by the Trustee pursuant to this Trust Indenture
upon the request or authority or consent of any person who,
at the time of making such request, or giving such authority
or consent, is the owner of any Bond secured hereby, shall
be conclusive and bin'_•ing upon all future owners of the same
Bond and of Bonds issued in exchange therefor or in place
thereof.
(c) Compensation of Trustee from Debt Service Fund.
There shall be paid from the Debt Service Fund the Trustee's
reasonable compensation, and its reasonable expenses, ad-
vances, and counsel fees, and its liabilities incurred in
and about the execution of the trusts hereby created and the
exercise and performance of the powers and duties of the
Trustee hereunder (except liab-lilies incurred as a result
of the negligence or willful misconduct of the Trustee, or
as provided in the Bond Resolution), and the reasonable cost
and expenses, including counsel fees, of defending against
liabilities.
AI -
;f
. I
1 ~
12
1
1 FJ ,l
t~
• I
II
I'
J
I t
I1 Z~
I -
i ,
h
1
1 ,
1 .1
1 ,
i _
1
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
1 .
1 ° \
I ~
I
1 •
1
(d) Limited ResnonsiL-Al_ities. The resoonsibili*_ies of
t.le Tr1L5teleVe ~~:w1iere set forth her_in s:1a11 be further
1,.mited as follows:
F' ST: the Trwst;e stall not be liable with
re:xtt ct to anv action taken or omitted to be taken by
it in go,:)6 faith in accordance wt h a direction of the
own!'L'_`t, of Bonds pursuant to any provision of this Trus:
lndt'nture relating to th1 : time, r.A.ethod, and place of
cnrid•. ..:ct. any r 1ed2 F i
llg p_pc_ _n .g for any re:r.'=dy a•; a_lu5_e to
the ._-u~:tee, or exercJ -I rg -any t:.Lst or power conferred
upon the Trustee, under this Trust Indenture.
ECOM: no provision of r. is Trust Indenture
sha11 regl:ire the Trust_,e (1) to expend or risk its on.
ftinc'is of ctherwise .incur any financial 1=ability -n the
ni rforrI rope of of its duties hereunder, or in t.^.?
exc•_c:rye of any of 4ts rights or powers, if it s a=1
hav.:! .-ascnable grct:nds for believin; that rervr ^.t Of
.
cu•::1 funds or adequate ind~,:nnity against such ris=: or
1i:.btli"% 1" not rea',On_aly aCOurcd to it, nor (2) to
ta':e any action, wheth::r or not directed to take s::c.
action ty t'_lci on'ner;, of Bonds, pursuant to this Trust
lnc^n°ura, which in th^ judg:-_nt of the Trustee •..o•:_d
collilict with any rule of law, or with the terms of
t?1_3 T:. st I^der.ture, or would be un),-stly pre1ua:c:a'_
to the o,,.- ers of Bonds not taking Part in such direction.
Wnen acting vursuant to the d_rection of any owners of
no ncls 'JU=suant. to this Trust indenture, t. T'-rust-23 may
tale c-_Iie= action doemed ?roper by the TrLCtee which is
not Lncon:intent with such direction; prow-ded, hv, _•:er,
that t` c :zrns of this sub-Daragraph SSCO:.:, shall not
.im.pose an vv!-jitlonal duties or responsibilities upon
t... '!r_._teA and shall not be constru:d to 1 _:jit the
e`_fec t of vul paragraph FIRST of this paragraph (d).
(e) civ cN . The Trustee may employ and ac*_ upon the
prof s:~ ;:O:la~ ~v_.:=0r1 or .'.alvice of any lagal counsel, en-,,•.ne^`°,
:.CCU:::1L•.r::C, Or Q;.i'~ r exj~: rt, reason:.Jly_1iCV^d by •i`:l:w_~'. L,:) bt-• Ucli';.' Q6 in relation to the .:ubiec7 n.'.tt_•r,
'.r _i...~;. LI_ ..:1..~.~i :i~ tilt •~'rll:aCCd Or the 13:;l:er or Cth.erw!.se,
T:.,.r 1 noi: t:e1 t'e;s=i1_)lt. ' ~~n for any.,i;.rlg vu-f Lered
car c' .1~ c•L- ,.c L <:ol:c. Ley it in (1ood faith in accordance with
(f) „ .1`Own _Sonds. Except as prohibited by
141w, the L14:12. Of any of the OI u3
~c ctlt:..~' l)v th's 'i... -:i the sale rights which
_t ,.,0v1.J h:,%- ii i:; .:L_. nob: the ,1'L115: and nor_hJna _iC:n•
01-.:111 ae Cc'l trl::~! to tJ_oh_, bLt the Trustee, eithar
V01 vr,n _
13
rLp
I
as principal or agent, from engaging in or being interested
in any financial or other transaction with the Issuer or the
User or from acting as depository, trustee, or agent for any
committee or body of owners of the Bonds or of other obliga-
tions of the Issuer as freely as if it were not the Trustee.
(g) Fees. The Issuer has agreed with the User in the
Agreement and the Bond Resolution provides that, as part of
the Installment Loan Payments the User shall pay to the
Trustee its charges for performing the duties of Trustee,
Reg-strar, and Paying Agent for the Bonds. It is agreed by
the Trustee that the User may, without causing or creating a
default or Event of Default hereunder, contest in good faith
(and withhold payment of the contested amount until such
contest is resolved) the reasonableness of any of the forego-
ing charges for services, until such contest is resolved.
All payments due the Trustee for such charges, fees, or
i expenses shall be paid by the User and/or the Guarantor and
no such charges, fees, or expenses shall be charged against
or be payable by the Issuer, except the initial fees and
expenses of the Trustee which are paid as part of the costs
of issuance of the Bonds.
Article 7. SUCCESSOR TRUSTEE. (a) Resignation of
Trustee. The Trustee at the time acting hereunder may at
any time resign and be discharged from all trusts created by
this Trust Indenture by giving not less than 60 days written
notice to the Issuer, the User, the Guarantor, and to any
owners of Bonds as shown on the Bond Registration Books and
any other list of owners of Bonds kept by the Trustee, and
such resignation shall take effect upon the appointment of a
{ successor Trustee by the owners of Bonds or by the Issuer as
hereinafter provided.
(b) Removal of Trustee. The Trustee may be discharged
and removed at any time by an instrument or concurrent
instruments in writing, delivered to the Trustee and to
Issuer, and signed by the owners of a majority in aggregate
principal amount of the then outstanding Bonds.
(c) Appointment of Successor Trustee. In case the
Trustee hereunder shall resign or be removed, or be dissolved,
or shall be in course of dissolution or liquidation, or
otherwise become incapable of acting hereunder, or in case
the Trustee shall be taken under the control of any public
officer or officers, or of a receiver appointed by a court,
a successor may be appointed by the owners of a majority in
aggregate principal amount of the then outstanding Bonds by
an instrument or concurrent instruments in writing, signed
by such owners of Bonds, or by their attorneys in fact duly
authorized in writing, and delivered to the Issuer= provided,
7
`s
14
i
I
r
,
i
!I
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
1 ,
I
- . r 1.. i
nevertheless, that in any such event the Issuer by an instru-
ment executed by authority of a resolution of its Board of
Directors and signed by the ?resident and by the Secretary
of such Board, may appoint a temporary Trustee to fill such
vacancy until a successor Trustee shall be appointed by the
oti:n^rs of Bonds in the manner above provided, and any such
te;nporary Trustee so appointed by the Issuer shall immediately
and without further act be superseded by the Trustee so
appointed by such owners of Eonds. Every such successor or
te-npo;:ary Trustee so appointed by the Issuer shall immediately
geed without "u rther act be superseded by the Trustee so
appointed by such owners of Bonds. Every such successor or
temporary Truntee shall be a trust company or ban; in good
stancing located in the State of Texas, and having a capital
and surplus of not less than Twenty-Five Million Dollars
($5,000,000), if there be such a trust company or bank
w;11-4n7, qualified, and able to accept the trust upon reason-
able and customary terms. In the event that no appointment
of a tomp3rary or successor Trustee shall be made pursuant
to the foregoing provisions of this Article within 60 days
a=fter the Trustee gives written notice of resignation or
the Trustee is removed, any owner of bonds or any retiring
Trustee may apply to any court of competent jursidiction for
the appointment of a successor Trustee, and such court may
t":ereupon, afte_ such notice, if any, as it shall deem
proper, prescribe or appoint a successor Trustee.
(d) Trans;er to Successor Trustee. Every successor
Trustee appointed hereunder shall execute, acknowledge, and
deliver to its predecessor, the Issuer, the User, and the
Guarantor, an instrument in writing accepting such appointment
:iereunder, and thereupon such successor Trustee, without any
further act, deed, or conveyance, shall become fully vested
with all the estates, rights, powers, trusts, duties, and
ooligations hereunder •of its predecessor; but such predecessor
a;ill ntzvl?rthel4..s, on the wrltzen request of the issuer,
execute and deliver an instrument transferring to such
cuccessor Trustee all of the estates, rights, powers, and
trubts of such predecessor hereunder; and every predecessor
'rustee shall deliver all securities and money held by it to
its successor; provided, ho-,.-ever, that before -any such
d,allvery is required or made, all reasonable, customary, and
legally accrued fees, advances, and expenses of such predeces-
zor Trustee shall be paid in full. Should any deed, assig^.-
m,_nt, or instrument in writ-J::7 from the IssL:er be rec_i_ed
by any wucceszor Trustee for more fully and certainly vesting
in ouch Trustee the estates, rights, powers, and d::t;es
hereby vested or intended to be vented in the predecessor
trustee, any and all such deeds, assignments, and in5trum'2.ts
::n w.:it_ng :;hall, on request, be e%ecu*_ed, acknowledged, and
del i%,:~ r•~d by t::e Iz:;uer.
l 1
-~I
_WXC
f
(e) Merger or Consolidation of Trustee. Any corpora-
tion or association into which the Trustee, or any successor
to it in the trusts created by this Trust Indenture, may be
merged or converted or with which it or any successor to it
may be consolidated, or any corporation or association
resulting from any merger, conversion, or consolidation to
which the Trustee or any successor to it shall be a party,
or any corporation, association, or other entity succeeding
to substantially all of the business of the Trustee, shall
be the successor Trustee under this Trust Indenture without
the necessity of the execution or filing of any paper or any
other act on the part of any of the parties hereto anything
herein to the contrary notwithstanding.
Article 8. RELEASE OF INDENTURE. (a) Satisfaction of
Indebtedness and Release of Indenture. If, when the Bonds
shall have become due and payable in accordance with their
terms or otherwise as providcd in this Trust Indenture or
shall have been duly called for redemption, and the whole
amount of the principal, redemption premium, if any, and the
interest so due and payable upon all of the Bonds, shall be
paid, or sufficient money shall be held by the Trustee for
such purpose, and provision shall also be iuade for paying
all other sums payable hereunder and/or under the Agreement
and/or the Bond Resolution by the User, or the Guarantor,
then and in that case all right, title, and interest of the
Trustee in these presents and the estate and rights hereby
granted shall thereupon cease, determine, and become void,
and the Trustee in such case shall release this Trust Inden-
ture and shall execute such documents to evidence such
release as may be reasonably required by the Issuer, the
User, and the Guarantor, and shall turn over any surplus
funds held by it to whomsoever may then be entitled pursuant
to the Bond Resolution, the Agreement, or by law to receive
the same; and thereupon-this T:•ust Indenture shall terminate
and be of no effect; provided, that until the Bonds are
finally paid, the Trustee shall continue to act as Paying
Agent and Registrar for the Bonds.
(b) F.:vment, Advance Funding, and Defeasance. Any Bond
shall be do2med to be paid within the meaning of this Article
when payment of the principal of, redemption premium, if
any, ou such Bond, plus interest thereon to the due date
thereof (whether such due date be by reason of maturity,
upon redemption, or otherwise), either (i) shall have been
made or caused to be made in accordance with the terms
thereof, or (ii) shall have been provided by irrevocably
depositing with the Trustee, in -trust and irrevocably set
aside exclusively for such payment, (1) money sufficient to
make such payment or (2) Government Obligations, as defined
hereinafter in this Article, certified by an independent
public accounting firm of national reputation to mature as
to principal and interest in such amount and at such times
c
s
,
4
i
i
16
=
N.
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
r
Y
f
i
i
r
' r
i
f
t
as will insuro the availability, without reinvestment, of
sufficient money to make such payment, and all necessary and
prop•:r fens, compensation, and expenses of the Trustee and
th.-2 Paying Agcsnt perta? nirg to the Bond with respect to
which such deposit is made shall have been paid or the
payneat thereof provided for to t2,e satisfaction of the
Truzt_e. At su=h time as a Bond shall be deemed to be paid
hareunder, as aforesaid, it shall no longer be secured by or
entitled to the benefits of the Agreement, the Bond Resolution,
the Installment Loan Payments, or this Trust Indenture,
except for the purposes of any such payment from such money
or Government Obligations.
(c) Government Obligations. For the purposes of this
Article the term "Government Ob.ligatlons" shall mean direct
obligations of the United States of America, including
obligations the principal of and interest on which are
unconditionally guarantied by the United States of r'mer.Lca,
and which may be in book-entry form, and which at the tim-3
of ins : tmcnt are legal invezztmen`_s under the lads of the
State of Texas for the money proposed to be invested therein.
Article 9. -AMENDMENTS. This Trust Indenture mazy be
ar,.end.2d only as provided in the Bond Resolution; provided,
however, that Additional Bonds may be issued pursuant to the
Fond Resolution as provided therein, and may be secured by
this Trust Ird_-ituie without the necessity of amending or
,--upplementing this Trust Indenture.
Article 10. MISCELLI,NEOUS PROVISIONS. (a) Acknowled5-
mF.nts an3 ownershin of pcr.~?^ Any request, direction,
consent, oI other in tru,n-~ntreqz;l=d by this Trust Indenture
to be sighed or executed by owners of Bonds may be in a^y
number of concurrent writings of Similar tenor and may be
oianed or executed by such owners of Bonds in psrson or by
an agent appointed in writing. Pro-)f of the execution of
any instru:-ant, or of the writing appointing such agent, and
of the ownership of the Bonds, if made in the following
manner, s'rall be sufficient for any purpose of this Trust
Indenture and shall be conclusive in favor of the Trustee
with regard to any action taken by it under such instrument:
(i) the fact, date, and due authorization of the
exec•ut_on by any person of any such instrument m-ry be
proved by the certificate of any officer in any ;uris-
d_cticn, who, by the !awz thereof, has pcr:er to ta':e
a clkt104:1F?d~:'.r:t1tS within such ]url aiCtl`1 t0 the c: ff'C
that the person signing „uch instrument acknow ?d:!e3
before him the execution thereof, or by an affidavit of
a wittless to ouch execution.
17
a
(ii) the fact of the owning of the Bonds by any ;j
owner thereof, the amount and numbers of such Bonds,
I and the date of his owning same may be proved by (A) ,
f with respect to bearer Bonds, the affidavit of the
person claiming to be such owner, if such affidavit
shall be deemed by the Trustee to be satisfactory, or
by a certificate executed by any trust company, bank, Y
banker, or any other depositary, wherever situated, if
such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned
such person had on deposit with such trust company,
!I bank, banker, or other depositary, the Bonds described
~I in such certificate or in any other manner, whether or
' not the Bonds are deposited, as the Trustee may approve
f or (B) with,respect to registered Bonds, the appropriate
entries in the bond Registration Books maintained by
f the Trustee as Registrar. The Trustee may conclusively
assume that such ownership continued until written
r notice to the contrary is served upon the Trustee.
I (b) Trustee May Require Proof of Ownership. Nothing i
contained in this Article shall be construed as limiting the j
Trustee to the proof hereinabove specified, it being intended
that the Trustee may accept any other evidence of the matters
herein stated which it may deem sufficient.
(c) Consent of Bondholders. Unless otherwise provided
in the Bond Resclution, any request or consent of any owner
of Bonds shall bind every future owner of the same Bond in
respect of anything done by the Trustee in pursuance of such
request or consent. In the event of the dissolution of the
Issuer, all of the covenants, stipulations, promises, and
agreements in this Trust Indenture contained by, on behalf
of, or for the benefit of the Issuer, shall bind or inure to
the benefit of the successor or successors of the Issuer
from time to time and any officer, board, or commission to
whom or to which any power or duty affecting such covenants,
stipulations, promises, and agreements shall be transferred
by or in accordance with law.
(d) Survival of Valid Bonds. If any Bond shall not be
presented for payment when the principal thereof becomes
due, either at maturity or at the date fixed for redemption
' thereof or otherwise, or in the event any coupons shall not
be presented for payment at the due date thereof, all liabil-
ity of the Issuer and the User or the Guarantor to the
' owners thereof and to the Trustee for the payment of such
Bond or coupons, as the case may be, shall forthwith cease,
determine,, and be completely discharged whenever funds ;I
sufficient to pay such Bond or coupons shall be paid to the
r .
.t .
18
` - i •-gyp y+. - ~
I
6
i
i
i
. S~ "~'.~1';~fF,•'~'•~''~7'~ ins»„,Sr4•A, - ,
Trustee by the User or the Guarantor, and such funds shall
be segregated by the Trustee and held in trust for t-he
benefit of the owners of such Bond or coupons, as the case
may be, who shall thereafter be restricted exclusively to
such funds for the satisfaction of any claim of whatever
nature on their part relating to such Bond or coupons.
(e) Unclaimed Funds. Any money deposited with the
Trustee in trust for the Payment of the principal of, redemp-
tion premium, if any, agreed liquidated damages, if any, or
interest on any Bond and remainin4 unclaimed for six years
after such principal of, redemption premium, if any, agreed
liquidated damages, if any, or interest on such Bond has
become due and payable shall be paid to the User; provided,
however, that before the Trustee shall be required to make
any such repayment, the Trustee may at the expense of the
User cause to be published at least once, in a financial
newspaper, journal, or publication of general circulation in
The City of New York, New York, or in the State of Texas, a
notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the User. After
the payment of such unclaimed moneys to the User, the owner
of such Bond or the owner of the relevant coupon shall
thereafter look only to the User for the payment thereof,
and all liability of the Trustee with respect to such money
shall thereupon cease.
(f) Rights of Parties. Except as herein otherwise
expressly provided, nothing in this Trust Indenture expressed
or impliied is intended or shall be construed to confer upon
any person, firm, or corporation other than the User, the
Guarantor, the Issuer, the Trustee, and the owners of Bonds,
any right, remedy, or claim, legal or equitable, under or by
reason of this Trust Indenture or any covenant, condition,
or stipulation contained herein.
(g) Severability. In case any one or more of the
• provisions of this Trust Indenture or of the Bonds, or any
interest coupons appertaining thereto, shall be held to be
invalid or ineffective as to any person or circumstance, the
remainder thereof and the application of such provision to
persons or circumstances ether than those as to which it is
held invalid shall not be affected thereby.
(h) Law. The val.oity, interpretation, and performance
of this Trust Indenture shall be governed by the laws of the
State of Texas.
19
0
Article 11. RECORDING. (a) Trustee to Record. The
Issuer shall cause the Agreement and this Trust Indenture,
and a financing statement with reseect to each, to be filed
in such manner and in such places as are now required by law
to establioh initially the lien of this Trust Indenture, and
the priority thereof and to publish notice of and to protect
the rights and security of the owners of the Bonds and the
rights of the Trustee under the Agreement, the Bond Resolution, i
and this Trust Indenture. The Trustee shall (1) cause each 1
amendment of or supplement to the Agreement or this Indenture !
and a memorandum, financing statement, or continuation
statement with respect to the Agreement, as amended from
time to time, and this Trust Indenture, as amended from time
to time, such instruments, amendments, or supplements to be
filed, registered, and recorded and to be refiled, reregis-
tered, and rerecorded in such manner and in such places as
may be required by any present or future law in order to
publish notice of and fully to protect the lien of this
Trust Indenture and to publish notice of and to protect the
rights and security of the owners of the Bonds and the
rights of the Trustee under the Agreement, the Bond Resolu-
tion, and this Trust Indenture and (2) perform or cause to
be performed from time to time any other act as required by
law, and execute and file or cause to be executed and filed
any and all instruments of further assurance, that may be
necessary for such publication and protection. The Issuer
j
shall, when so requested by the Trustee, execute all such
}
instruments, memoranda, or statements necessary to maintain,
t
I
protect, or preserve the interests assigned to the Trustee
The Trustee may obtain an
t Indenture
T
hi
,
.
rus
s
under t
opinion of counsel with respect to any actions or documents ,
that may be required by this Article 11. Any act performed
or documents obtained or prepared by the Trustee in reliance
upon such an opinion of counsel shall be deemed satisfactory
performance by the Trustee of its obligations under this
Article 11 with respect to the matters covered by such an i
I'
opinion. ;
(b) Non-Encumbrance. This Trust Indenture is, and '
always will be kept, a direct lien and security interest f
upon the Installment Loan Payments, the Debt Service Fund, ,
and the Construction Fund, and the Issuer will not create or
suffer to be created any lien prior to or on a parity with
the lien of this Trust Indenture or any part thereof. !
Article 12. NOTICE TO TEXAS INDUSTRIAL COMMISSION. If
the User fails to timely make or pay any Installment Loan
Payment, or if an Event of Default shall occur, the Trustee
immediately shall inform the Texas Industrial Commission of
such occurrence, by sending written notice to 'the following
address:
20
1
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
I '
I
1
Texas Industrial Commission
Attention: Executive Director
410 East Fifth Street
Box 12728 Capitol Station
Austin, Texas 78711
t '
or the latest address specified by said Commission in writing.
Article 13. INDEMNIFICATION. The Trustee shall
be indemnified by. the User and/or the Guarantor for, and
shall be held harmless by the User and/or the Guarantor
aga:L-st, any loss, liability or expense incurred without
necyligence or bad faith on the part of the Trustee, arising
out of or in connection with the acceptance or adrninis:raion
of this trust or the performance of its euties and obligations
hereunder, including without limitation the costs and expenses
of defending itself against any claim of liability.
IN WITNESS WHEREOF, the Issuer acting through its Board
of Directors, has caused this Trust Indenture to be executed
in multiple counterparts, each of which shall be considered
an original for all purposes, in its name, and for and on
its behalf, by the President of such Board and attested by
the Secretary of such Board, and its corporate seal to be
h-ireto affixed; and the Trustee, to evidence its acceptance
of the trusts hereby created and vested in it, has caused
this Trust Indenture to be executed in multiple counterparts,
each of which shall be considered an original for all purposes,
in i.ts behalf by one of its Vice Presidents, attested by one
of its Trust Officers, and its corporate seal to be hereunto
affixed, all as of the date first above written.
BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
By
President, Board of Directors
ATTEST:
Secretary, Board of Directors
I (SEAL)
21
~a
i
a
9 '
I '
i
I
r I
1 1
I .
jl
i
'J
i
i
i
i
i j~) I
- F
3
'a
NATION
REPUBLIC AL BANK OF DALLAS,
TRUSTEE
'
I
B
y
j
i
I
_
Vice President
.
i
ATTEST:
i
I
'f
`
Trust Officer
(SEAL)
'
I
I
.
•
r
,
I
II
I'
f.
y
t
I
I
i
I
I
x'22
I +
`
.
r T
i
r;
I
I
_
I
GUARANTEE AGREEMENT
BETWEEN
BRAZOS COUNTY INDU!TRIAL DEVELOPMENT CORPORATION
AND
UNION PACIFIC CORPORATION
JWR14
1
. i
:f
I
4
i '
1
,
.t
,
I
s
}
\
_ z
- _ • - . r_. ....~...._~-rte. ......~.+.a._.w••-a H-~.w • a J i
GUARANTEE AGREEMENT
This Guarantee Agreement, by and between Brazos County
Industrial Development Corporation (the "Issuer") and Union.
Pacific Corporation (the "Guarantor"), dated as of June 1,
1981 (the "Guarantee Agreement"), which is attached to and
made a part of the "Loan Agreement between Brazos County
Industrial Development Corporation and Champlin Petroleum
Company" (the "Loan Agreement"), which is hereby referred to
and adopted for all purposes, and with the terms used in
this Guarantee Agreement having the same meanings and defini-
tions as set forth in the Loan Agreement,
W I T N E S S E T H:
(a) Champlin Petroleum Company (the "User") is a wholly
owned subsidiary of the Guarantor.
(b) The Guarantor is a corporation organized and
existing under the laws of the State of Utah, and is fully
authorized by law and corporate proceedings to execute and
deliver this Guarantee Agreement.
(c) It is necessary for the Guarantor to execute and
deliver this Guarantee Agreement in order to induce the
Issuer to execute the Loan Agreement and to provide additional
and sufficient security for the Bonds to be issued pursuant
to the Loan Agreement so as to permit the sale of such Bonds
and induce the purchasers thereof to purchase same; and the
issuance of such Bonds will be of direct financial benefit
to the Guarantor, and this Guarantee Agreement is executed
and delivered in consideration of the issuance and sale of
the Bonds by the Issuer and the resulting financial benefit
to the Guarantor.
(d) The execution and delivery of this Guarantee
Agreement and the performance of the transaction contemplated
hereby will not violate any law or regulation, or the Guaran-
tor's Articles of Incorporation or Charter, or its Bylaws,
or any judicial order, judgment, decree, or injunction, or
contravene the provisions of or constitute a default under
any agreement, indenture, or other instrument to which the
Guarantor is a party.
NOW THEREFORE, the Guarantor and the Issuer contract
and agree as follows:
Section 1.01. GUARANTEE. The Guarantor hereby uncon-
ditionally guarantees, without offset, recoupment, or counter-
claim whatsoever, the full, complete, and prompt performance
,
I
. , , 1.
" I
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
i •
i
i
C
i
by the User of each and every representation, covenant, and
a,ree!nent made by the User in the Loan Agreement, and with
respect to the Bond Resolution and the Trust Indenture, and
by this guarantee the Guarantor does covenant to and with
the Issuer and its assigns, including specifically, Republic
National Bank of Dallas, the Trustee under the Trust Inden-
ture, and to and with all of the Bondholders, that to the
extent the User should fail for any reason whatsoever in t`:e
performance of any said representation, covenant, or agree-
ment, including specifically, but without limitation, the
agreement to make the required Installment Loan Payments,
the Guarantor promptly will perform same to the extent of
such failure. It is understood and agreed that the Issuer
will assign to the Trustee all of its interest in and to
this Guarantee Agreement with respect to the guarantee by
t1v_- Guarantor of all the aforesaid Installment Loan Pavrierts
under the Loan Agreement, and ~-ch guarantee is hereby
decirnated and shall be defined at, the "Loan Payment Guaran-
tee" for all purposes. The Trustee and/or the Bondholders,
as well as the Issuer, shall have the right and power to
enforce this Gua!antee Agreement in accordance with its
terms and provisions to the extent of their respective
interests and rights herein.
Section 1.02. CORPORATE EXISTENCE. (a) The Guarantor
agrees that during the term of this Guarantee Agreement it
will maintain its corporate existence, will not dissolve or
otherwise dispose of all or substantially all of its assets,
and will not consolidate with or :verge into another corpora-
tion or permit one or more other corporations to consolidate
with or merge into it; p,:ov_d(-d, that the Guarantor may,
without violating the agreement contained in this Section,
consolidate with or merge into another domestic corporation
(i.e., a corporation irco:---, )orated and existing under the
laws of one of the states of the United States of America or
under the laws of the United States of I-!:ierica), or perrllt
one or more such domestic corporations to consolidate with
or merge into it, or sail or otht!rwise transfer to another
such domestic corporation all or substantially all o= its
assets as an entirety and therea~ter dissolve, if the surviv-
ing, resu • :.nn, Cr traI.sf eree entity, (1) shall be a corpo-
rat.-on orr_,ar._zed and ex_Lting under the laws of the United
St,,tes of ..,;e:^=ca or a State thereof, and qualified to
tran,z •ct bus:nr ss in the State of T=xas, or if not so c-uzli-
f:.ed, iT -hall lave witli tli- provisions of Section
1.05, (1') unl :s tti:e ent=ty 13 the GUa:' antor, shat". have,
concurrently w2.zh su•-Ai lrre'vocably and uncon-
ditionally 'as`_'u:;ad, 111 an instru,n;--nt deliver d t0 the I=su'2r
-.^.d the .uSL'E•r-±, the due z?:-.d prorpt of all of
t..e obll,atlcn3 of the G:la!-,ntcr un. :Ier this Guclran ee icJ_eQ-
Iz ert, and (11i) shall have, im:r.edlately after such tran::act.On,
2
i
I a consolidated net worth at least equal to 90% of the consoli-
dated net worth of the Guarantor immediately prior to the
transaction, with net worth being determined in accordance I
1
with generally accepted accounting principles. If any
consolidation, merger, or sale or other transfer is made as
provided in this Section, the provisions of this Section
shall continue in full force and effect and no further
consolidation, merger, or sale or other transfer shall be
made except in compliance with the provision:; of this Section.
(b) The Guarantor covenants that it and, throughout
the term of this Guarantee Agreement, unless relieved of
liability pursuant to paragraph (a) above, that it will
continue to be, a corporation organized under the laws of a
state of the United States or under the laws of the United
States of America.
Section 1.03. FINANCIAL REPORTS. The Guarantor shall
have an annual audit of its financial statements made by its
regular independent certified public accountants and shall
furnish the Trustee either a copy of such certified audit
within 120 days after the end of the fiscal year for which
such audit was made, or, in lieu of such audit, a copy of
the Guarantor's annual report to its shareholders, if such
annual report contains financial statements of substantially
similar detail and similarly prepared and certified. Such
financial statements and reports shall be furnished to the
Trustee at the same time as they are furnished to the share-
holders.
Section 1.04. ASSIGNMENT. The Guarantor shall not
assign its interest in this Guarantee Agreement or any of
its obligations hereunder except as specifically provided in
this Guarantee Agreement. Tha Guarantor may assign its
interest in this Guarantee Agreement to another party provided
that the Guarantor, under the terms of any such assignment,
shall remain and be primarily responsible and liable for all
of its obligations hereunder, including particularly the
making of all payments required hereunder, when due. The
Guarantor may, however, assign its interest in this Guarantee
Agreement to another party in connection with a merger or
consolidation of the Guarantor, or in connection with the
transfer of all or substantially all of its assets and upon
delivery to the Issuer and the Trustee of the instrument of
assumption required therein and the compliance with all the
requirements of Section 1.02, the assignor or transferor
shall have no, further obligation hereunder, except for any
obligation for the payment of money theretofore accrued
under this Guarantee Agreement.
i
i
i,
i
I
i
i
i
;.f
I
r
i
I
I
I
i
1 ~
i
1
i
i
I,
I
3
,f
i
1
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
l
f
f
.r
i
Section 1. 06. A:•:E.N3':=\T. This Guarantee Agreement
shall never be chanced or amended in any way which would
relie •e the Guarantor of its obligations hereunder.
Section 1.07. °TERM OF ACREE: E IT. The term of `.his
Guaranteee Agreem~_,nt shall be from the date hereof until all
pav!nants and indemnities required to be made by the Guaramto:
pursuant hereto s:-.all hav- been made.
Section I.CB. TEIRMINATICN OF ACREE;'SNT. (a) s
CuarantvN Agreement tray be term,-hated by eit:er party, U=O:%
wri t,.an notice to the other party, at any t4 me prior to rare
adoption of a Bond Resolution by the I suer, and :'ray be
t:l_rui-, natc;d by m1;tual aa_ reew.cnt at any time prior to t: a
dt--Ii•.cry of and pa;n:;en: for any Ecnds pursuant to -he Loan
',.rr~.::sent .
(b) Notwithstanding the foregoing or any other p_ov?-
cions of t:hz.., C < < :ili;:ti:e t
u the contrary, is any
•j'undo 1 a%re bt!on i6.A10d al:.~. Cie.llvc ~c'tf FUrsLIaI:t t0 lure Lo~:l
!:;'1'c•:I.1GIlt, thin this CiUdr.i~i~C< Akj,.-cem Ilt may not and shall
rv t; Le t.,_rwinat,.d by eiti:cr parlay h.--teLo,
G
J
P 7
1
• 1
'
t
Section 1.05. (a) The Guarantor agrees that any suit,
action, or other legal proceeding arising under this Guarantee
Acrreeinent may be brought in the applicable court of record
in the State of Texas or the courts of the United States of
America located in Texas; consents to the jurisdiction of
each _u'ch court in any such suit, action, or proceeding; and
waives any objection which it may have to the laying of
venue of any suit, action, or proceeding in any of such
courts. In this connection, the parties hereby agree that
1h_,z Guarantee Agreement shall be governed in ali respects,
including validity, interpretation, and effect, by, and
shall be enforced in accordance with the laws of the State
of Texas.
(b) :his suL3ection (b) shall be and remain in effect
only z*, and during any period that, the Guarantor or ita
successor is not a Texas corporation or a corporation duly
c; Ialz~zed to transact business in the State of Texas, and
su'b3ect to the jurisdiction of the courts of = State of
Texas. For the sole and limited purpose of this Guarantee
Agreement, the Guarantor hereby dcs=gnates and appoints,
without power of revocation so long as any of th.e Bond's are
outstanding,
Te:;,;:; , and if the same shall cease to act, th-
Secretary of State of the State of Texas, as the agent of
the Guarantor upon whom may be served all process, pleadings,
notices, or other papers which may be served upon the C.:a: an-or
as a result of any of its obligations under this Cuarantee
Agreement.
10
i .
.j
•r
;i
i ,
j
rt
i
f
t
~r !
Section 1.09. NOTICES. Any notice, request, or other
communication under this Guarantee Agreement shall be given
in writing and shall be deemed to have been given by either
party to the other party upon either of the following dates:
(a) One business day after the date of the mailing
thereof, as shown by the post office receipt, if mailed to
the other party hereto by registered or certified mail at
the applicable address as follows:
Brazos County Industrial Development Corporation
Bryan, Texas
Union Pacific Corporation
345 Park Avenue
New York, New York 10022
or the latest address specified by such other party in
writing; or
(b) The date of the receipt thereof by such other
party if not so mailed by registered or certified mail.
Section 1.10. SEVERABILITY. If any clause, provision,
or Section of this Guarantee Agreement should be held iilvgal
or invalid by any court, the invalidity of such clause,
provision, or Section shall not affect any of the remaining
clauses, provisions, or Sections hereof and this Guarantee
Agreement shall be construed and enforced as if such illegal
or invalid clause, provision, or Section had not been con-
tained herein. In case any agreement or obligation contained
in this Guarantee Agreement should be held to be in violation
of law, then such agreement or obligation shall be deemed to
be the agreement or obligation of the Guarantor to the full
extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed in multiple counterparts, each of
which shall be considered an original for all purposes, as
of the day and year first set out above.
BRAZOS COUNTY INDUSTRIAL
DEVELOPMENT CORPORATION
By
President, Board of Directors
5
1
i
_
r
i~
i•
I•
r
_
a
r
,a
A.'TEST ^
`8 crk--ta 'Y,/ Board of Directors
( SEAL)
t
UNION PACIFIC CORPORATION
By
Title:
ATTEST:
Secretary
(SEAL)
i
~I
1
1
4
i
ti7 ~i ur 1'~4ti Le
6
\
,r
r
n
f'
i
I;
!i
I~
i.
r
i
r
i
i
.r
i
i,
1
r
i,
i
;i
r
r
BOND PURCHASE AGREEMENT
$1,000,000
BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
Revenue Bonds
(Champlin Petroleum Company Project)
AGREEMENT date June 8, 1981 among the Brazos County Industrial
Development Corporation, (the "Issuer"), Union Pacific Corporation (the "Company"),
Chnmplin Petroleum Company ("Champlin") and Goldman, Sachs & Co. (the
"Underwriter").
1. Bnckground
(a) The Issuer proposes to enter into a Loan Agreement dated
as of June 1, 1981 (the "Agreement") with Champlin under which the Issuer a;rees to
finance a Project (the "Project") for Champlin. In order to finance the cost of the
Proj ct, the Issuer will issue and sell $1,000,000 principal amount of its Revenue Bonds
(Champlin Petroleum Companv Project) dated June 1, 1981 (the "Bonds") under the
terms of a Resolution Authorizing the Issuance of Brazos County Industrial Development
Corporation Revenue Bonds, Series 1981 (Champlin Petroleum Company Project) adopted
by the Issuer on June 8, 1981 (the "Bond Resolution"). The Bonds are secured by a
Trust Indenture dated as of June 1, 1981 (the "Indenture") between the Issuer and
ilepublic National Bank of Dallas, as Trustee (the "Trustee"). Pursuant to the Agreement,
the pavmcnts will be received by the Trustee as security for the payment of the Bonds.
(b) The Issuer will sell the Bonds to the Underwriter who will
in turn place the Bonds with an institutional investor. The Company will execute and
deliver a Guaranty Agreement dated as of June 1, 1981 (the "Guaranty") pursuant to
which it will guarantee the payment of all Installment Loan Payments (as defined in
the Agreement) to be made pursuant to the Bond Resolution, the Agreement and the
Indenture. The Company has caused to be prepared and circulated by the Underwriter
an Official Statement, including the hereinafter defined Company Information dated
the date of this Agreement, describing the terms and provisions of the Bonds (the
"Official Statement"). The Companv Information is its Annual Report on Form 10-K
for the fiscal vear ending December 31, 1980 and its Form 10-Q for the quarter ended
;March 31, 1981.
(c) In order to induce the Issuer and the Underwriter to enter
into this Bond Purchase Agreement and to sell and buy the Bonds, respectively, the
Company and Champlin have joined in this Bond Purchase Agreement.
(d) The proceeds of the Bonds are to be applied (1) to pay
financing costs, (ii) to provide for accrued interest, and (iii) to pay the other costs of
the Project as such are defined and set forth in the Bond Resolution, the Indenture
and the Agreement. For the purpose of this Bond Purchase Agreement, financing costs
include the costs of preparing and reproducing
the Agreement, the Bond Resolution,
0 C,
the Indenture, the Bonds, the Guaranty, and this Bond Purchase agreement, the fees
and disbursements of Bond Counsel, and fees of the Issuer. If for any reason the Bonds
are not sold, the financing costs itemized in the preceding sentence are to be paid by
the Company.
(e) The Company acknowledges that the Issuer wills sell the
Bonds to the Underwriter, and the Underwriter will make a placement thereof to
institutional investors in reliance on the representations and covenants herein set forth.
-1-
A.
1
t
i r
I ~
I
f
f
~I
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
E
2. Purchase, Sale and ClosinT
Subject to the terms and conditions herein set forth, the Underwriter
a;,rees to purchase from the Issuer And the Issuer hereby agrees to sell the Bonds to
the Underwriter at a price of 9996 of the principal amount of the Bonds plus interest
accrued to the closing date, payable in New York Clearing House Funds. Closing
(the "Closing") for payment and delivery of the Ponds and for the delivery of all
Closin- documents and opinions will be on June 30, 1931 at 10:00 A.M. local time, at
the offices of A;cCaU, Parkhurst and Horton in Dallas, Texas, or such other date at
may be agreed on by the Issuer arid the Underwriter with the approval of the Company.
Th Bonds will be delivered at the Closing to the Underwriter in definitive coupon
form in $5,000 denominations and will be made available to the Underwriter for checking
and packaging at least 24 hours prior to the Closing.
3. Issuer's Representations
The Issuer makes the following representations, all of which survive
Closing:
(a) That the Issuer is duly existing and has full power and
authority to issue and sell the Bonds as provided in the Agreement, the Bond Resolution,
the Indenture and this Bond Purchase Agreement, has made the necessary findings of
public purpose, and has taken all procedures required by the Constitution and laws of
the State of Texas and other applicable law in connection therewith.
(b) That the Issuer has duly adopted the Bond Resolution and
duly authorized the Agreement, the Indenture, Bond Purchase Agreement, as it pertains
to the Issuer and the issuance and sale of the Bonds, and all actions necessary or
appropriate to insure that such documents and obligations constitute valid and legally
bindin- oblioatil^r,.
(c) That there is no litigation or proceeding pending or, to the
Issuer's knowledge, threatened against the Issuer, challenging the validity of the
Agreement, the Bond Resolution, the Indenture, the Bonds or this Bond Purchase
Agreement or seeking to enjoin the performance of the issuer's obligations thereunder
or hereunder.
4. Companv Representations
The Company makes the following representations, all of which
survive the Closing:
(a) That the Company is a corporation duly organized and existing
under the laws of an in good standing in t;,.e State of Utah. The execution and delivery
by the Company of this Bond Purchase Agreement and all documents related hereto
to which the Company is a party, includin;; but not limited to the Guaranty, are within
the corpcrate authority of the Company, have been duly authorized by proper corporate
proceedin.-s, and will not contravene :env ~rcvision of 1.3w or re,gulation, the certificate
of incorpo. ation or by-livas of the Ccr,,pr.ny or any judgment, ord^r, decree, rule,
agreement or instrument binding upon the Company. This Bond Purchase A^,reement
and the Guaranty each constitute legal, valid and binding obligations of the Company
in accordance with their respective terms.
i
00
W That the Company has duly authorized the Guaranty and the !
undertaking of its obligation under this Bond Purchase Agreement and has obtained all
necessary consents and/or approvals to carry out the same.
(c) That the information pertaining to the Company in the
Official Statement and in the Appendices to the Official Statement (the "Company
Info,--nation") is in all material respects correct, complete and not midleading as of
the dates indicated; the Companv has authorized and consents to the use of the
Companv Information in the Official Statement by the Underwriter; and that the
financial state.nents included in the Company Information have been prepared in
accordance with generally accepted accounting principles applied on a consistent basis
and fo;rly present the position of the Company and the results of its operation at the
dates and for the periods indicated.
(d) That there has been ro material adverse change in the
business, properties or financial condition of the Company and its subsidiaries considered
as a whole from that shown in the Company Information.
(c) That there is no litigation or proceeding pending, or to the
Company's knowledge, threatened against the Company, challenging the validity of the
Guaranty or this Bond Purchase Agreement or seeking to enjoin the performance of
the Company's obligations thereunder or hereunder or challenging the acquisition,
ccnsturction or operation of the Project.
(f) Neither the nature of the Company nor any of its businesses
or porperties, nor any relationship between the Company and any other person, nor
any circumstance in connection with the offer, issue, sale or delivery of the Bonds or
the execution and delivery of the Guaranty or this Bond Purchase Agreement is, to
the best knowledge of the Company after due inquiry, such as to require a consent,
approval or authorization of, or filing, registration or qualification with, any
governmental authority on the part of the Company as a condition to the execution
and delivery of the Guaranty or this Bond Purchase Agreement.
(g) The Company is not in violation of any laws, ordinances,
governmental rules or regulations to which they are subject which pertain to the
financing of the Project no have they failed toobtain any necessary licenses, permits,
franchises or other governmental authorizations which they are required to obtain for
purposes of fulfilling its obligations under the Agreement.
S. Champlin Representations
Champlin makes the following representations, all of which survive
the Closing:
(a) That Champlin is a corporation duly incorporated and validly
existing under the laws of the State of Delaware and is in good standing in that State
and is c'uly qualified as a foreign corporation authorized to do business and in good
standing under the laws of the State of Texas. Champlin has obtained and has in
effect all governmental permits and authorizations would have a material effect on
the conduct of its business and ownership and operation of its properties.
:t
.f
r.
a
• 4
1
1
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
t
:
The execution and delivery by Charr.plin of this Bond Purchase Agreement one, fill
d:cur:ici)t.N related hereto to which Chn;noltn is Harty. inCi:tdingy b-it not limi!ed to the
it('C within the cornoratr. of have been 6_ly nut`lorized
by propcr corpc:,ate proc?t!in;^s, and 11i1 not ccntr:vene any provision of !aw or
C ;1lLt tr~n t!?(! F:rt:i1~~E2te of 1 nr:OrOGrn r: ~r by-:A r• or n - ,
( . '3 of v m.pt,in U an-, J!_~ TI rlt,
ov rCu'. rule, 3,reemcnt or inssrurn _nt bl,.rin- upon Cha rrpli.n. lhis Frond ^U'-"2hi .e
w-d t!-.e Lo,)n A-,;re2::lerit each con.st::ute le;al, valid and binding obli;utions
of Cl.url:pbn in secorchince witn their res?t~^:ive tern.
(b) That Chrimp!irr, has duly euthorized the Agreement and ZINC
llndertfi%in'-, of its oti1ir;9t-1n5 under, this !fond Purchase Anreernent and has obtf ined
r,11 !1t'(!e:,tidrv consents inn/Or ri ?rovals to cam' out th.s sane.
(c) Tret there is no litigation proceedi^g pending, or to
Cham-cili:)'y knowled-, V rentened Pvrainst Ch9r::p437, ch!lllen._',l the va l':ity of the
Al'aiQnt cr this !':,nj Purchase AgrC:'inent or se,:'-in* to e''1 i-) the perform an" n
of
ii,C (2n:im.pim's oni:--'Lions thereim.der or hereunder or the acqul,ition,
con:,tr,.xtlcn or opc:uz:on of t!:e Project.
(d" 7-at Champlin is riot in violation of any laves, ord?nrinces,
i oveirnmental rule.-, or re,.-.:.dons to WO-h it is suhje- t w!(-'l perts:n to the financing
G! LtiL! !11'01"ot nor l:.rts it fP,.le i to oot in for purposes of fultlllina its obli;ations under
the Lunn agreement.
(f) '*either the nature of Champlin nor ariv of its businesses or
Properties. nor any relationship between Cl'amplin and any other person, nor ary
in co-inecticn with the offer, ksue, stile or delivery of the Bonds or the
b~111ti t,11'(!1-,jse ter;-t;Q-:ent is, to the best kr,o•r:!??'"e of Charrip'Ji1 after due inquiry,
:A:(:!! ,.i t:)r equirt. consent, approval or authorization of, or filing, re-'nstration cr
t;4'1i:ilt•,:tion V1101, w w CVC:-nme.ntal au'thc,it on the part of Chariplln as a condition
to flit e\L,,:vtiori uric! :;t:bvuri of the I.c n Agreement a.• this Bond Purchase Agreement.
6. issuer's Covenants
The Issuer w; U:
At the Underwriter's request, take eny action necessary to assure
or mitintain the tax-free status cf the Bom2j under the Internal Revenue Coy c of 1954.
proviti::t1 in e::cli instance thzit the Issuer's out-of-pocket costs are paid
rat of' Bond l,rorecds or art; cthe.%%Ue pro-.U,!•J for.
IF-11 del
r
t
I
t -
,
I
1•
c
.j
i
I
l
Comppanv's Covenants
The Company will: I '
(a) Indemnifv the Issuer and the Underwriter against claims
asserted against !;rein in connection with the offering and sale of the Bonds on the
grounds that the Company Information contains any untrue statement or alleged untrue
S statement of material fact or an alleged omission to state any material fact required
j to be stated the: ein or necessary in order to make the statements made therein not I
i misleading in liRnt of the circumstances under which they were made as of the dates
indicated, provided that the Issuer or the Underwriter gives the Company prompt notice
of ►he claim, affords the Company the opportunity to defend the same, cooperates
fully in such defense (including the joinder of additional defendants), and effects no
settlements of any such claim without the consent of the Company. The Company
will not, however, indemnify the Underwriter in respect of any action or claim ssscrted
by a person who purchased any of the Bonds if such person was not given a copy of the Official Statement and any supplements thereto with or preceding his confirmation
'a of save. This indemnity includes reimbursements for expenses reasonably incurred by
the Issuer or the Underwriter in investigation of any claim and in defending it, only =
is the Company declines to assume the defense. k
(b) Notify the Underwriter of any material adverse change in
its business, properties or financial condition occurring before or at the Closing.
(c) Refrain from taking any action, or permitting any action to
be taken with regard to which the Company may exercise control that results in the
1 - loss of tax-free status of the interest on the Bonds.
8. Conditions of Underwriter's ObliZations
i ; The Underwriter's obligations to pay for the Bonds are subject to
- fulfillment of the following conditions at or before Closing:
(a) That representations of the Issuer and the Company hereunder
I shall be true as of the Closing date and shall be confirmed by certification at Closing.
(b) Neither the Issuer nor the Company shall have defaulted in
i any of its covenants hereunder. ;
The Underwriter shall have received in form satisfactory to
the Underwriter.,
l1 (i) Opinion of Bond Counsel;
i (li) Opinion of Counsel for the Company;
(iii) Opinion of Counsel for Champlin; and ;t
(iv) Opinion of Counsel for the Issuer.}
.i
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
r
n - •
i
•
'(d) At closing, there shall not be env litigation or proceeding,
pending, or threa.(ned, ehnllenrrinn the validity of the Agreement, this, Bond Purchase
A!7reer'n ent, the E.)!•d resolution, the Indenture or the fiends, or seeking to enjoin nnv
of the tl'PnSr:cttvns referred to therein and the Underwriter shall have received
certificated to this effect.
(e) At~Closing there shall not have been any adverse change in
the htfsine,,s, property or financial condition of the Company and its consohOnted
sllhs!diFtrles tak•cn its a whole from December 31, 1980 which, in the ju~_';m^nt of the
Un('erwritcr, Is material and makes it unad'visable to proceed with the sale of the
hones; tine, the Underwriter shall have received certificates that no such material
n lver .e ch.nnge has occurred or, if such change has occurred, full information with
re>; (pct Vi4:reto.
(f) Tice Underwriter shall require such additional documentation
as it rensenably requests to evidence compliance with applicable lava, this Bond Purchaso
Arrei'ment, anti to c!emonstr-'te the tax-free status of the interest on the Ponds and
th:` of the offering under the Securities Act of 1933, as amended, the Securities
and Exchange Act of 1934, as amended, and the Trust Indenture Act of 1933, as
Amended.
(g) Bond Counsel shall have received investment letters from
tile original purchasers of the Bonds in substantially the form attached hereto ns Eshihit
A.
9. Events Permittinc Underwriter to Terminate
The Underwriter may terminate its obligatior to purchase the Bonds
at any time before Closing if any of the followin; occur:
c
v
f
t
1
(a) A lcoislative, executive or regulatory action or a court
decision which, in the judjment of the Underwriter, casts sufficient doubt on the
lc!ality of the -tax-free status of interest on O"gations such as the Bonds so as to
ma;tc'rin1ly impair the marketaoility or lower the market price thereof.
(5) Any action by tile Securitf !r• ind Exchange Commission or
a court which would require re-ristratio^ of the Bonds under the Securities Act of 1933
in comiecrion with the ofrerin; thereof, or qualification of the Indenture larder the
Trust hidenture Act of 19:39.
(c) (f) Any general suspension of tradin- in securities on the
New York Stork 1::cchHnge or the esta'Aishment, by the New York Stcck Exchange, by
tai. 5((`lil':il~i a►(1 1x811!:n Com•ission, by &nv Fedvral or state bai~acy, or by the
uc''I;,t(~Il of vny court, of any limit. itiun on pi'lc,~s for such trz;din-r, or (il) any maw
Ui!itii1:1i; of ilUtitlilt;CS or otter riational or intlrnatiorial e,,.lamity whioit iia5 the eifcet,
ill ti.:( r'_t,so'l;:bit opinion of the CnL!crwriter, of materially icn_rwirinJ the nlari,ctability
or lov;c •in- tale: c1L:r'e:vt pries: of the L'unds.
(d) Any event or condition which, in turn, in the jt:0- ment of
the Uok.lorwriter, renc!L-rs untrue or ills:(~l'i''rt:t In anv inatertltl re,),-)t-et as of the tilde
t0 ` WhiCh UIC! S}A(W purport; to rel;tte, the inforllltltion ill till' Off;eial .~t.al~ TlCi1t,
IG'.'iCti;++1~ the CO; iri111. lnforln:ttion, cr which rc',Ui"C:i that infJill::+tlOC il~.t CCL~('.:t d
tlific-izJ etnl.vm'nt b,hou'd ho rCE1C('t1-(i tiiercin in order to nrtl,e the Statlln':nts
!.II':. 1?rrUl'1'lllll')n Ct)f:t:+lll~:~t II;Lr(.in not In;',l ':llllll~~ ill win -imter;M rt",!)o t t1^ o t:L:rl
picMdrd, that the the Crwir!mv l;nd the 1(n•i+`l'1iI'ct~l' USe ilic:ir St
tO 0111t'I d ur S1'nnlcf1)(.I1t t1W Utr:Cl;ti SUIL'fnt:lit '4 l'i r'e'(-•t to tt-c Sal!s ."et;Jil
4t 019UI?(:th ,'Xiter, tueh cil,ul es in cr Ataiition to tr:, iilf:)rm iti+ R CO.1L'itfi~ i^ tt
' l.:"ftt:it!1 StJtt::71G':1t. -
r - - r
T,
10. Notices and Other Actions t { r u
All notices, demands and formal actions hereunder will be in writing,`
mailed, telcdraphed or delivered to:
- t
The Underwriter ,
+ L
I ~
Goldman, Sachs & Co.
60 Broad Street
New York, New York 10004
Attention: Municipal Bond Department s
The issuer {
•r
Brazos County Industrial
Development Corporation
The Company
r i
Union Pacific Corporation
315 Park Avenue
New York, New York 10154 1
Attention: Vice President and Treasurer
" Champlin
Champlin Petroleum Company
5301 Camp Bowie Blvd.
Fort Worth, Texas 76107
4 ~1 z
~ I
+
• 1
, i
.1
I . 1
_7_
~ l sr'
r r
, i
, 7 ti ti
40
t -
I~
4t
66 11. Successors
This Bond Purchase Agreement will Inure to the benefit of and be 7l
bindfno upon the parties and their successors, and will not confer
any rights upon any other person. i
12. Counterparts
This Agreement may be si ! i
Y geed in counterparts. ~
BRAZOS COUNTY INDUSTRIAL ~
DEVELOPMENT CORPORATION
By
UNION PACIFIC CORPORATION
By
Is
CHAMPLIN PETROLEUM COMPANY
By
Its
GOLDMAN, SACHS & CO. ,
l~
I 0
iy
i
I '
The foregoing minutes have been examined and approved in ,
~ I.
open Court this the 0 •t(I ~ day of
19_aL, in Bryan. Brazos County, Texas. i,
I
i
i
1
i
1.
f
Z'-c~ rt-n-
R7-J. tjo r;~l;re2n i oo ey
16 1
county Judge - Commissioner, P cinct 1
1.3 tCr CUX
Commissioner. Precinct 2
A. Stasny
Commissioner, P cinct 4
y Bear
Commiioner, Precinct 3
17~~jl e'O'LA'.
Frank Boriskie
County Clerk
Al
r,
I
/
' i
1
s
i ,
-7 : -
rI_
~y7
~j
_x
' -