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HomeMy WebLinkAbout1984-OR-85 AN ORDINANCE AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $2,700,000 OF CITY OF JEFFERSONVILLE, INDIANA SIX-MONTH DEMAND FLOATING RATE ECONOMIC DEVELOPMENT REVENUE BONDS (WYANDOT, INC. PROJECT), SERIES 1984 FOR THE PURPOSE OF MAKING A LOAN TO ASSIST WYANDOT, INC. IN THE FINANCING OF COSTS OF "ECONOMIC DEVELOPMENT FACILITIES" WITHIN THE MEANING OF TITLE 36, ARTICLE 7, CHAPTER 12 OF THE INDIANA CODE, AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT PERTAINING TO THE PROJECT AND OF A TRUST INDEN- TURE SECURING THE PAYMENT OF THE BONDS. WHEREAS, the City of Jeffersonville, Indiana, a municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Indiana, is authorized and empowered, by virtue of the laws Of the State Of Indiana, including Title 36, Article 7, Chapter 12 of the Indiana Code, (a) to issue its revenue bonds for the purpose of making a loan to assist in the financing of costs of acquiring, constructing, installing, equipping or improving ,'economic development facilities", as defined in Section 36-7-12.20Y the Indiana code, located within the boundaries of the City of Jeffersonville, in the County of Clark, Indiana, (b) to enter into a loan agreement and to provide for ,'revenues", as defined herein, sufficient to pay the principal of and interest and any premium on those revenue bonds, (c) to secure those revenue bonds by a trust indenture, as provided herein, and (d) to enact this Bond Legislation and to enter into the Indenture, the Purchase Agreement and the Agreement, and to accept the Letter of Representation all as defined herein, upon the terms and conditions provided herein and therein; NOW THEREFORE, BE IT ORDAINED by the Common Council Of the City of 3effersonville, Clark County, Indiana: Section 1. Definitions. In addition to the words and terms defined elsewhere in this Bond Legislation, unless the context or use clearly indi- cates another meaning or intent: "Act" means Title 36, Article 7, Chapter 12 of the Indiana Code, as enacted and amended from time to time. "Additional Bonds" means bonds which may be issued under Section 2.04 of the Indenture. "Additional Notes" means any nonnegotiable promissory note or notes, in addition to the Project Note, delivered by the Company to the Trustee in connection with the issuance of Additional Bonds, as provided in the Agree- ment. · ,'Agreement" means the Loan Agreement, dated as of even date with the Indenture, between the Issuer and the Company, as amended or supplemented from time to time. ,'Alternate Letter of Credit" means the Alternate Letter of Credit as defined in the Indenture. "Sank" means AmeriTrust Company National ASSOciation, Cleveland, Ohio, a natzonal banking association, and its successors'and assigns. Upon the issuance of an Alternate Letter of Credit, as defined in the Indenture, "Bank" shall mean the issuer thereof of and its successors and assigns. "Bond Fund" means the Bond Fund created in Section 5.04 of the Inden- ture. "Bond Legislatzon" means (a) when used with reference to the Projec~ Bonds, this Ordinance providing for their issuance and approving the Agreement, the Indenture and related matters; (b) when used with reference to an issue of Additional Bonds, this Ordinance, to the extent applicable, and the legislation providing for the issuance of the Additional Bonds and approving any amendment or supplement to the Agreement, any Supplemental Indenture and related matters; and (c) when used with reference to Bonds when Additional Bonds are outstanding, this Ordinance and the legislation providing for the issuance of the then outstanding and then to be issued Additional Bonds; in each case as amended or supplemented from time to time. "Bonds" means the Project Bonds and any Additional Bonds. "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in the State or in the State of Ohio are authorized or required by law to close or a day which either the Bank or the Trustee is unable to open or be open for reasons not related to the financial condition of either the Bank or the Trustee or a day on which the New York Stock Exchange is closed. "Code" means the Internal Revenue Code of 1954, as amended. References to the Code and Sections thereof include relevant applicable regulations and proposed regulations thereunder and any successor provisions to those Sections, regulations or proposed regulations. ,'company" means Wyandot, Inc., a corporation for profit duly organized and validly existing under the laws of the State of Ohio and qualified to transact business in the State and its lawful successors and assigns, to the extent permitted by the Agreement. "Conversion Date" means the effective date of the conversion of the interest rate on the Project Bonds to the Fixed Interest Rate. ,,Executive" means the Mayor of the Issuer. "Fiscal Officer" means the Clerk-Treasurer of the Issuer. "Fixed Interest Rate" means the Fixed Interest Rate established in Section 4 hereof and described in Section 2.02 of the Indenture. "Holder" or "Holder Of a Bond" means tile person in whose name a Bond is registered on the Bond Register for which provision is made in Section 3.06 of the Indenture. "Indenture" means the Trust Indenture, dated as of AUgUSE 15, 1984, between the Issuer and the Trustee, as amended or supplemented from time to time. "Indexing Agent" means, initially, Kenny Infcrmation Systems, New York, New York, a limited partnership in which Kenny Group, Inc. is the general partner, or its successors, and thereafter any other nationally recognized municipal securities evaluation service appointed by [ne Issuer with the written consent of the Company. "Interest Index" means, for any Interest Period, the Interest Index determined pursuant to paragraph (a), (b) or (d) below, whichever shall be applicable. (a) If (1) the Bank is AmeriTrust Company National Association or its successors and it is either rated by either Rating Agency in either 6f its two highest long-term debt rating categories or is not rated by either agency, or (2) an Alternate Letter of Credit has been issued and the bank issuing the Alternate Letter of Credit or its holding company parent has any outstanding securities which are rated by either Rating Agency in either Of its two highest long-term debt rating categories, or (3) the Project Bonds are rated by either Rating Agency in either of its two highest long-term debt rating categories, then in any of such cases the Interest Index shall be based upon the average of the six-month yield evaluations at par of not less than twenty nor more than forty issuers of securities the interest on which is exempt from federal income taxation (the "High Grade Component Issuers") selected by the Indexing Agent for the purpose of computing its -Six-Month High Grade Municipal Index" which is offered generally by the Indexing Agent to its subscribers and identified in a certificate delivered by the Indexing Agent. The issues included in the computation of the Index, after notice to the Issuer, the Company, the Trustee, the Remarketing Agent and the Bank, may be changed, added or reduced from time to time by the Indexing Agent. If the Issuer, the Company, the Remarketing Agent or the Bank objects to the proposed change within ten (10) days of the mailing of the notice, the Indexing Agent will replace, beginning with the next computation, each issue to which an objection has been made. (b) If the conditions of paragraph (a) above are not met, but (1) the holding company parent of the Bank or the Bank has any out- standing securities which are rated by either Rating Agency in either of its third or fourth highest long-term debt rating categories, or in its second highest short-term or commercial paper rating category, or (2) the Bank has no outstanding securities which are rated by either Rating Agency, or (3) the Project Bonds are rated by either Rating Agency in either of, its third or fourth highest long-term debt rating categories, then in any of such cases the Interest Index shall be based upon six-month yield evaluations at par of not less than twenty nor more than forty issuers of securities the interest on which is exempt from federal income taxation (the ,,intermediate Grade Component Issuers") selected by the Indexing Agent for the purpose of computing its ,'Six-Month Intermediate Grade Municipal Index" which is offered generally by the Indexing Agent to its subscribers and identified in a certificate delivered by the Indexing Agent. The issues included in the computation of the Index, after notice to the Issuer, the Company, the Trustee, the Remarketing Agent and the Bank, may be changed, added or reduced from time to time by the Indexing Agent- If the Issuer, the Company, the Remarketing Agent or the Bank ob3ects to the proposed change within ten (10) days of the mailing of the notice, the Indexing Agent will replace, beginning with the next computation, each issue to which an objection has been made. (c) It is the purpose of the Interest Index to permit the re- marketing of the Pro3ect Bonds pursuant to the Payment, Purchase and Remarketing Agreement without premium or discount and (i) the Index- lng Agent will agree that it will from time to time review the compo- sition of the issues included in the Interest Index and, if it be- lieves changes are appropriate, make such changes in the composition of the issues in the Interest Index as will effect such purpose, and (ii) with the consent of the Company, the Bank, the Trustee and the Remarketing Agent, the Interest Index may be determined by reference to paragraph (b) hereof instead of paragraph (a); provided, that written notice has been given to the Issuer and the Issuer does not ob3ect within ten days of the mailing of the notice. (d) If the conditions of neither paragraph (a) nor (b) are met, or if the Indexing Agent no longer computes, or fails to compute, the Interest Index and no other municipal securities evaluation service has been appointed by the Issuer, the Interest Index will be deter- mined by the Trustee, and will be equal to 75~ of the bond equivalent yield of six-month United States Treasury bills determined on the basis of the average per annum discount rate at which such six-month Treasury bills shall have been sold at the most recent Treasury auc- tion held durin~ the seventeen Business Days next preceding the tenth Business Day preceding the be§inning of the Interest Period, or, if no such auction shall have been conducted during such seventeen Busi- ness Days, the bond equivalent yield of six-month United States Treasury bills will be determined on the basis of the arithmetic average of the mean between the closing bid and asked per annum mar- ket discount rates for the issue of Treasury bills with a maturity date closest to 91 days from the date of quotation (selecting the bills with the earlier maturity in the case of two issues with matur- ity dates~equally close to 91 days), as reported daily on a composite basis by the Federal Reserve Bank of New York for the tenth, eleventh and twelfth Business Days next preceding the first day of such Inter- est Period. "Interest Payment Date"means, as to the Project Bonds, each date set forth as such in the forms of Pro3ect Bond attached as Exhibits A and B to the Indenture. "Interest Period" means, initially, the period from and including August 15, 1984 to'and including March 14, 1985, and thereafter each semi- annual period from and including an Interest Payment Date to and including the day next preceding the next succeeding Interest Payment Date. "Issuer" means the City of Jeffersonville, Indiana. "Legislative Authority" means the Con~mon Council of the Issuer. "Letter of Credit" means the irrevocable letter of credit to be is- sued by the Bank and delivered to the Trustee in accordance with Section 4.1 of the Agreement and unless the context or use indicates another'or different meaning or intent, "Letter of Credit" shall mean and include any Alternate Letter of Credit. ,'Letter of Credit Termination Date" means the expiration date of the Letter of Credit or any Alternate Letter of Credit then in effect. "Letter of Representation" means the Letter of Representation from the Company and the Bank to the Issuer and the Original Purchaser pertaining to the purchase and sale of the Project Bonds. "Loan" means the loan by the Issuer to the Company of the proceeds received from the sale Of the Bonds. "Loan Payments" means the amounts required to be paid by the Company in repayment of the Loan pursuant to Section 4.1 of the Agreement and the Notes. "Mortgage" means the Open-End Mortgage and Security Agreement, dated as of even date with the Indenture, given by the company, Wyandot Popcorn Company and PRT, Inc. to the Trustee, as amended or supplemented from time to time. "Notes" means the Project Note and any Additional Notes. "Original Purchaser" means, as to the Project Bonds, the Person or Persons identified as the purchaser or purchasers in the Purchase Agreement. "Payment, Purchase and Remarketing Agreement" means.the Bond Payment, Purchase and Remarketing Agreement relating to the Project Bonds, dated as of even date with the Indenture, among the Bank, the Company, the Remarketing Agent and the Trustee, as amended or supplemented from time to time. "Person" or words importing persons mean firms, associations, part- nerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or govern- mental bodies, other legal entities and natural persons. .Project" means, collectively, the real estate at the time comprising the Project Site, and the real and personal property at the time comprising the Project Facilities, each as defined in the Agreement, together comprising economic development facilities to be used in the manufacture of snack food products. "Project Bonds" means the $2,700,000 Six-Month Demand Floating Rate Economic Development Revenue Bonds (Wyandot, Inc. Project), Series 1984 of the Issuer authorized in Section 3 hereof and Section 2.02 of the Indenture. "Project Fund" means the Project Fund created in Section 5.01 of the .Indenture. "Project Note" means the nonnegotiable promissory note of the Com- pany, dated as of even date with the Project Bonds initially issued, in the form attached to the Agreement as Exhibit A and in the principal amount of $2,700,000 evidencing the obligations of the Company to make Loan Payments. "Project Purposes" means acquiring, constructing, installin§, equip- ping or improving real and personal property comprising economic development facilities to be used in the manufacture of snack food products, or any other use which may be permitted under the A§reement. ,,Purchase Agreement" means as to the Project Bonds the Bond Purchase Agreement dated August __, 1984, between the Issuer and the ~riginal Purchaser and approved by the Company and the Bank. "Rating Agency" means Moody's Investors Service, Inc. or Standard & Poor's Corporation, Or the successors or assigns of either of those corpora- tions. "Remarketing Agent" means the Person at the time acting as such under the Payment, Purchase and Remarketin~ Agreement, originally McDonald & Company Securities, Inc., and any successor remarketing agent as determined or desig- nated under or pursuant to the Payment, Purchase and Remarke%ing Agreement. "Revenues" means (a) the Loan Payments, (b) all other moneys received or to be received by the Issuer or the Trustee in respect of repayment of the Loan, including without limitation, moneys and investments in the Bond Fund, (c) any moneys and investments in the Project Fund, and (d) all income and profit from the investment of the foregoin~ moneys. ,,state" means the State of Indiana. ,,Supplemental Indenture" means any indenture supplemental to the Indenture entered into between the Issuer and the Trustee in accordance with Article VIII of the Indenture. "Trustee" means The Indiana National Bank, Indianapolis, Indiana, until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and thereafter "Trustee" shall mean the successor Trustee. The captions and headings in this Bond Legislation are solely for convenience of reference and do not define, limit or describe the scope or intent of any provisions or Sections of this Bond Legislation. Section 2. Determinations by LeRislative Authority. This Legisla- tive Authority determines that: (i) the Project constitutes ,'economic development facilities", as defined in the Act; (ii) the utilization Of the Project is in furtherance of the purposes of the Act and will benefit the people of the Issuer; and (iii) provision of the loan to finance costs of the Project, includin~ without limitation, the financin§ thereof, will require the issuance, sale and delivery of the Project Bonds in the principal amount of $2,700,000 and hereafter may require the Issuer's best efforts to issue, sell and deliver Additional Bonds as provided in the Indenture. This Le§islative Authority also determines that, following reasonable notice, and prior to adoption of this Bond Legislation, a public hearing was held with respect to the issuance of the Project Bonds, as required by Section 103(k) of the Code. Section 3. ~uthorization Of Proiect Bonds; Additional Bonds. This Legislative Authority determines it to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and in the Inden- ture and pursuant to the authority of the Act, $2,700,000 principal amount of Project Bonds for the purpose of ma~ing a loan to assist the Company in the financin~ of costs of the Project for the Project Purposes. The Project Bonds shall be designated ,,Six-Month Demand Floating Rate Economic Development Reve- nue Bonds (Wyandot, Inc. Project), Series 1984". The Issuer may issue, sell and deliver Additional Bonds for any purpose authorized by the Act, upon sat- isfaction of the conditions and in the manner provided in Section 2.04 Of the Indenture. Section 4. Terms and Provisions of Proiect Bonds.. (a) Generally. The Project Bonds (i) shall be issued, unless a Supplemental Indenture shall have been executed and delivered pursuant to Section 8.02(h) of the Indenture, only in fully registered form, substantially as set forth in Exhibit A to the Indenture prior to the Conversion Date and substantially as set forth in Exhibit B to the Indenture on and after the Conversion Date; (ii) shall be exchangeable for Project Bonds of authorized denominations, as provided in the Indenture; (iii) shall be numbered in such manner as to distinguish each Project Bond from any other Project Bond; (iv) shall be in the denominations of $5,000, and any integral multiple thereof but not to exceed the principal amount of Project Bonds maturin~ on any one date; (v) shall be subject to optional and mandatory redemption in the amounts, upon the conditions, and at the times and prices set forth in the Indenture; and (vi) shall be dated as of AugUst 15, 1984. Each Project Bond shall bear interest, in accordance with the Indenture, from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from August 15, 1984. (b) I__nterest Rate and PrinciDal Maturities. The Project Bonds shall mature on September 15, 1999 and shall be payable a~ to interest semiannually on each Interest Payment Date. For the first Interest Period, the Project Bonds shall bear interest at the rate of 7~ per annum. Thereafter, the Project Bonds shall bear interest at the interest rates hereinafter described: (i) Six-Month Demand Ad.iustable Rate. For each Inter- est Period commencing prior to the Conversion Date, the interest rate on the Project Bonds shall be a percentage per annum specified by the Remarketing Agent and approved by the Authorized Company Representative no later than the seventh Business Day next preceding the first day of an Interest Period and which rate shall not be less than 85~ nor more than 115% of the Interest Index for the Interest Period and shall be established by the Remarketing Agent such that it expects to be able at such interest rate to remarket at par any Project Bonds tendered for purchase and purchased by the Remarketing Agent on the first day of such Interest Period; provided, that in no event shall the in- terest rate on the Project Bonds exceed sixteen per centum (16~) per annum. For the second Interest Period and each Interest Period thereafter prior to the Conversion Date, the Inter- est Index shall be computed by the Indexing Agent or the Trustee, as applicable, as of the tenth Business Day next preceding the first day of such Interest Period, and shall be communicated telephonically or telegraphically, with written confirmation by first-class mail, by the Indexing Agent or Trustee, as applicable, to the Remarketing Agent, the Bank, the Company and the Trustee. The computation of the Interest Index by the Index- lng Agent or the Trustee, as applicable, shall be conclu- sive and binding upon the Holders, absent manifest error. (ii) Fixed Interest Rate. (i) The interest rate on the Project Bonds shall be converted to the Fixed Interest Rate, on a one-time basis, upon receipt by the Issuer and the Trustee of a direction from the Company specifying the date the Fixed Interest Rate is to be determined (which shall not be less than seven Business Days prior to the effective date thereof) and the effective date thereof (which shall be an Interest Payment Date) delivered to the Issuer and the Trustee not less than 45 days prior to such effective date. Upon the date stated in such direction, the Fixed Interest Rate shall be established at a rate per annum for each maturity of the Project Bonds designated by the Remarketing Agent and approved by the Company which in each case is not less than 85 percent nor more than 115 percent of an index prepared by the Indexing Agent during the seven days preceding such date based on the average of not less than 20 nor more than 40 issues of securities the interest on which is exempt from federal income taxation and which are of comparable credit and maturity or maturi- ties to the Project Bonds; provided, that in no event shall the interest rate on the Project Bonds exceed sixteen per centum (16~) per annum. The Trustee shall give notice of the conversion to the Fixed Interest Rate to the Holders of the Project Bonds in the manner specified in the Indenture. (c) Payment of Principal and Interest. Principal of and interest and any premium on the Project Bonds shall be payable as provided in the Indenture, in each instance, without deduction for the services of any paying agent. (d) Appointment of Indexin~ A~ent. The Issuer hereby appoints ~enny Information Systems, New York, New York, as Indexing Agent under the Inden- ture. The Is$/ler, with the consent of the Company, may appoint a different nationally recognized municipal securities evaluation service to serve as Indexing Agent. The computation of the Interest Index by the Indexing Agent or the Trustee, as applicable, shall be conclusive end binding upon the Holders, absent manifest error. (e) Execution. The Project Bonds shall be signed by the Executive and the Fiscal Officer in their official capacities (provided that either or both of those signatures may be facsimiles) and shall bear the seal of the Issuer or a facsimile thereof. (f) Purchase of Project Bonds bv RemarketinR A~ent on or Prior to the Conversion Date. As provided in the Payment, Purchase and Remarketing Agreement, on any Interest Payment Date on or prior to the Conversion Date which Interest Payment Date is on or prior to the Interest Payment Date next preceding the Letter of Credit Termination Date, Project Bonds, at the option of their Holders, shall be subject to purchase by the Remarketing Agent at a purchase price equal to 100~ of the principal amount thereof to be so pur- chased. Any such purchase shall be subject to the terms, conditions and re- strictions of the Payment, Purchase and Remarketing Agreement. The Remarker- lng Agent shall not have any obligation to purchase any Project Bond from its Holder after the Conversion Date. Section 5. Sale of Pro~ect Bonds. The Project Bonds are sold and awarded to the Original Purchaser, in accordance with the Purchase Agreement, at a purchase price of $2,652,750 plus any accrued interest on the principal amount of the Project Bonds from August 15, 1984 to the date of delivery of and payment therefor. The Executive and the Fiscal Officer are authorized and directed to make the necessary arrangements with the Original Purchaser to establish the date, location, procedure and conditions for the delivery of the Project Bonds to the Original Purchaser and to take all steps necessary to effect due execu- tion, authentication and ~elivery to the Original Purchaser of the Project Bonds under the terms of this Bond Legislation, the Indenture and the Purchase Agreement. It is determined by this Legislative Authority that the price for and the terms of the Project Bonds, and the sale thereof, all as provided in this Bond Legislation and the Indenture, are in the best interests of the Issuer and are in compliance with all legal requirements. The distribution of the Preliminary Offering Circular dated August 21, 1984, relating to the Project Bonds is ratified and approved hereby. The use and distribution of the final Offering Circular relating to the original issuance of the Project Bonds substantially in the form now on file with the Issuer and any supplements thereto is authorized hereby. The Issuer has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any statements in the Preliminary Offering Circular or the final Offering Circular or any supplements thereto, or in any reports, financial information, offering or disclosure documents or other information in any way relating to the Project, the Company or the Original Purchaser. Section 6. Allocation of Proceeds of Proiect Bonds. The proceeds from the sale of the Project' Bonds (including without limitation, any accrued interest thereon) shall be allocated, deposited and credited as follows: (i) to the Bond Fund created by the Indenture, any accrued interest paid by the Original Purchaser; and (ii) to the Project Fund created by the Indenture, the balance of the proceeds Of the Project Bonds. Section 7. Security for and Source of Payment of the Bonds. To the extent provided in the Indenture, and except (i) as otherwise permitted under the Indenture, (ii) for the Letter of Credit and the proceeds therefrom, which may be used only for the payment of principal of and interest on the Project Bonds or payment Of the purchase price of Project Bonds tendered to the Remarketing Agent and not remarKeted, and (iii) for the moneys in any accounts in the Bond Fund established for a particular series of Bonds, which shall be used only for the payment of Bond Service Charges on the series of Bonds for which any such accounts are created, the Bonds shall be equally and ratably payable solely from the Revenues and shall be secured by an assignment of the Revenues and by the Indenture. The Project Bonds shall be secured by the Project Note given by the Company to the Trustee pursuant to the Agreement and by the Mortgage and by the Letter of Credit and the proceeds therefrom. At least two Business Days prior to any date on which principal of and/or intelest is due on the Project Bonds, the Trustee shall draw on the Letter of Credit and deposit, upon receipt, in the Project Bonds Account (as defined in the Indenture) in the Bond Fund m6neys which are sufficient to pay that principal and interest. As provided in the Agreement, Loan Payments, sufficient in time and amount to pay Bond Service Charges on the Bonds as they become due, are to be paid by the Company directly to the Trustee, subject to a credit to the extent of moneys drawn by the Trustee under the Letter of Credit to pay principal of and interest on the Project Bonds. The Trustee shall deposit in the Bond Fund upon receipt all Revenues, including all moneys received upon drawings made under the Letter of Credit which shall be deposited in the Project Bonds Account as hereinabove provided, and any other amounts which, under the terms of this Bond Legislation, the Indenture, the Project Note, the Mortgage or the Agreement are to be applied to the payment of Bond Service Charges, but excluding any amounts required by this Bond Legislation, the Indenture, the Mortgage or the Agreement to be deposited into the Project Fund or any separate insurance or condemnation proceeds account. Section 8. Federal Tax Election. This Legislative Authority elects to have the limitation on capital expenditures specified in Section 103(b)(6)(D) of the Code applied to the Project Bonds. The execution and filin~ by the Executive or the Fiscal Officer with the Internal Revenue Service of a statement regarding that election, as provided in the Code and the applicable rules and regulations of the Internal Revenue Service, is authorized, directed and approved. Section 9. Covenants and A~reements of Issuer. In addition to the other covenants and agreements of the Issuer in this Bond Legislation and the Indenture, the Issuer covenants and agrees that: (a) ArbitraRe Provisions and Issuer Information Return. The Issuer will restrict the use of the proceeds of the Project Bonds in the manner and to th~ extent, if any, which may be necessary so that the Project. Bonds will not constitute arbitrage bonds under Section 103(c) of the Code, after taking into account reasonable expectations at the time of the delivery of and pay- ment for the Project Bonds. To those ends, the Executive or the Fiscal Officer and any other officer having responsibility for issuing the Project Bonds is authorized and directed, alone or in conjunction with any Of the foregoing or with any other officer, employee or agent of or consultant to the Issuer, or with the Company or any officer, employee or agent Of or consultant to the Company, to give: (i) an appropriate certificate Of the Issuer, for in- clusion in the transcript of proceedings for the Project Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the Project Bonds and the facts, estimates and circumstances on which those expectations are based, that certificate to be premised on the reasonable expectations and the facts, estimates and circumstances on which those expectations are based, as provided by the Company, all as of the date of delivery of and payment for the Project Bonds; and (ii) the statement setting forth the information re- quired by Section 103(1) of the Code, which shall be based on the relevant information provided by the Company. (b) Transcript of ProceedinRs. The Fiscal Officer, or other appropriate officer of the Issuer, shall furnish to the Original Purchaser a true transcript of proceedings, certified by the Fiscal Officer or other officer, of (i) all proceedings had with reference to the issuance of the Project Bonds and (ii) any other information from the records of the Issuer which may be necessary or appropriate to determine the regularity and validity of the issuance of the Project Bonds. Section 10. Indenture and ARreement. To provide for the issuance and sale of the Project Bonds and the consummation of the transactions contemplated therein, the Executive and the Fiscal Officer, are authorized and directed, for and in the name and on behalf of the Issuer, to execute, acknowledge and deliver, the Indenture, the Agreement and the Purchase Agreement and to accept the Letter of Representation, all in substantially the forms submitted to this Legislative Authority. Those instruments are approved with changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer and which are permitted by the Act and shall be approved by the officers executing the Indenture and the Agreement; provided, that the approval of those changes by those officers, and their character as not being substantially adverse to the Issuer, shall be evidenced conclusively by their execution of those instruments. Section 11. Other Documents. The Executive or the Fiscal Officer, as appropriate, are authorized and directed to execute any certifications, financing statements, assignments and instruments which are necessary or appropriate to perfect the assignments set forth in the Indenture and to consummate the transactions contemplated in this Bond Legislation, the Indenture and the Agreement. Section 12. Compliance with Open Meeting Requirements. It is found and determined that all formal actions of this Legislative Authority concern- ing and relating to the adoption of this Bond Legislation were adopted in an open meeting of this Legislative Authority, and that all deliberations of this Legislative Authority and of any of its committees that resulted in those formal actions, were in meetings open to the public, in compliance with all legal requirements, including The Indiana Open Door Law, Title 12, Article 7, Chapter 12, Indiana Code. Section 13. Effective Date. This Bond Legislation shall take effect and be in full force and effect from and after its passage by the Common Council and the approval and signing hereof by the Mayor. Section 14. Nothing in this Ordinance shall in any manner create any liability on the part of the City of Jeffersonville or personal liability for any of it elected officials, appointed officials, employees or agents. Passed this /~ day of ~_~2~. 1984. MAYOR DALE L. OREM ATTEST: 12 Presented by me as Clerk-Treasurer to the Mayor of said City of Jef fersonville, this day of Approved and signed by me this / ~ day of ~, 1984. f MAYOR DALE L. OREM 13