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HomeMy WebLinkAbout149-00 RESOLUTIONRESOLUTION NO. 149-00 MICR OFXLMED A RESOLUTION APPOINTING UNDER RFP#00-18, BANK OF OKLAHOMA AS THE TRUSTEE AND PAYING AGENT, FOR THE $10,000,000 CITY OF FAYETTEVILLE, WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2000, WITH AN ANNUAL SERVICE COST OF $4,500. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS* Section 1. That the City Council hereby appoints under RFP#00-18, Bank of Oklahoma as the trustee and paying agent, for the $10,000,000 City of Fayetteville, Water and Sewer System Revenue Bonds, Series 2000, with an annual service cost of $4,500; and authorizes the Mayor and City Clerk to execute an agreement for said services. A copy of the agreement is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this 24th day of October , 2000. ATTEST: By: APPROVED /Eft By: Fred Hanna, Mayor RESOLUTION NO, 149-00 A RESOLUTION APPOINTING UNDER RFP#00-18, BANK OF OKLAHOMA AS THE TRUSTEE AND PAYING AGENT, FOR THE $10,000,000 CITY OF FAYETTEVILLE, WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2000, WITH AN ANNUAL SERVICE COST OF $4,500. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council hereby appoints under RFP#00-18, Bank of Oklahoma as the trustee and paying agent, for the $10,000,000 City of Fayetteville, Water and Sewer System Revenue Bonds, Series 2000, with an annual service cost of $4,500; and authorizes the Mayor and City Clerk to execute an agreement for said services. A copy of the agreement is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this 24th day of October , 2000. APPROVED` f By: ATTEST': By: Fred Hanna, Mayor NAME OF FILE: m 7( ,_ / 177 - CROSS REFERENCE: Date Contents of File Initials /G;7 $ov /-79--�i� fi 10-19680.08 • TRUST INDENTURE Dated as of November 1, 2000 Between CITY OF FAYETTEVILLE, ARKANSAS and BANK OF OKLAHOMA, N.A., as Trustee $10,000,000 City of Fayetteville, Arkansas Water and Sewer System Subordinate Revenue Bonds Series 2000 EXECUTION COPY TABLE OF CONTENTS Page No. Parties 1 Recitals 1 Granting Clauses 1 Section 101. Section 102. Section 201. Section 202. Section 203. Section 204. Section 205. Section 206. Section 207. Section 208. Section 209. Section 210. Section 301. Section 302. Section 303. Section 304. Section 305. Section 401. Section 402. 10-19680.08 ARTICLE I DEFINITIONS, RULES OF CONSTRUCTION Definitions of Words and Terms 2 Rules of Construction 10 ARTICLE II THE BONDS Authorization and Terms of Bonds 11 Interest Rates and Interest Rate Periods 13 Limited Obligations 18 Execution and Authentication 18 Registration, Transfer and Exchange 19 Persons Deemed Owners of Bonds 20 Mutilated, Destroyed, Lost and Stolen Bonds 20 Cancellation of Bonds 20 Book -Entry Bonds; Securities Depository 21 Other Indebtedness 22 ARTICLE III REDEMPTION OF BONDS Redemption of Bonds Prior to Maturity 22 Election to Redeem, Notice to Trustee 24 Selection of Bonds to be Redeemed; Bonds Redeemed in Part 24 Notice of Redemption 25 Deposit of Redemption Price; Bonds Payable on Redemption 26 ARTICLE IV TENDER AND PURCHASE OF BONDS Optional Tenders for Purchase 27 Mandatory Tenders for Purchase 28 Section 403. Section 404. Section 405. Section 501. Section 501A. Section 502. Section 503. Section 504. Section 504A. Section 505. Section 506. Section 507. Section 508. Section 509. Section 510. Section 601. Section 602. Section 603.. Section 604. Section 605. Section 606. Section 607. Section 701. Section 702. Section 703. Section 704. Section 705. Section 706. Section 707. Section 708. Section 709. Section 710. Trust Indenture 10-19680.08 Remarketing and Purchase of Tendered Bonds 29 Remarketing Agent 36 Tender Agent 38 ARTICLE V FUNDS AND ACCOUNTS Creation of Funds and Accounts 39 Confirmation of Prior Funds 40 Deposit of Bond Proceeds 40 Project Fund 41 Issuer Payments; Debt Service Fund 42 Debt Service Reserve Fund 46 Bond Purchase Fund 46 Rebate Fund 46 Payments Due on Non -Business Days 47 Nonpresentment of Bonds 47 Investment of Moneys 47 Records and Reports of Trustee 48 ARTICLE VI LIQUIDITY FACILITY Liquidity Facility 48 Altemate Liquidity Facility 49 Draws on Liquidity Facility 50 Surrender of Liquidity Facility 51 Rights of Liquidity Provider 51 Limitation on Rights of the Liquidity Provider 52 Issuer Purchase of Bonds 52 ARTICLE VII REPRESENTATIONS AND COVENANTS Representations by the Issuer 52 Survival of Representations 53 Issuer's Authority 53 Payment of Bonds 53 Performance of Covenants 54 Enforcement of Rights 54 Inspection of Books 54 Tax Covenants 54 Continuing Disclosure 55 Tax Covenants 55 ii Section 711. Rate Covenant 55 ARTICLE VIII DEFAULT AND REMEDIES Section 801. Section 802. Section 803. Section 804. Section 805. Section 806. Section 807. Section 808. Section 809. Section 901. Section 902. Section 903. Section 904. Section 905. Section 906. Section 907. Section 908. Section 909. Section 910. Section 911. Section 1001. Section 1002. Section 1003. Section 1004. Section 1005. Section 1006. Section 1101. Trust Indenture 10-19680.08 Events of Default 56 Acceleration of Maturity; Rescission and Annulment 57 Exercise of Remedies by the Trustee 58 Limitation on Suits by Bondowners 59 Control of Proceedings by Bondowners 60 Application of Moneys Collected 61 Rights and Remedies Cumulative 61 Waiver of Past Defaults 62 Advances by Trustee 62 ARTICLE IX THE TRUSTEE Acceptance of Trusts; Certain Duties and Responsibilities 63 Certain Rights of Trustee 64 Notice of Defaults 65 Compensation and Reimbursement 66 Corporate Trustee Required; Eligibility 67 Resignation and Removal of Trustee 67 Appointment of Successor Trustee 68 Acceptance of Appointment by Successor 69 Merger, Consolidation and Succession to Business 69 Co -Trustees and Separate Trustees 69 Designation of Alternate Paying Agents 70 ARTICLE X SUPPLEMENTAL INDENTURES Supplemental Indentures without Consent of Bondowners 71 Supplemental Indentures with Consent of Bondowners 72 Execution of Supplemental Indentures 73 Effect of Supplemental Indentures 73 Reference in Bonds to Supplemental Indentures 74 Remarketing Agent Consent to Supplemental Indentures 74 ARTICLE XI SATISFACTION AND DISCHARGE Payment, Discharge and Defeasance of Bonds 74 iii Section 1102. Section 1103. Section 1201. Section 1202. Section 1203. Section 1204. Section 1205. Section 1206. Section 1207. Section 1208. Section 1209. Satisfaction and Discharge of Indenture 75 Rights Retained After Discharge 76 ARTICLE XII MISCELLANEOUS PROVISIONS Notices 76 Notices to Liquidity Provider and Rating Agencies 78 Acts of Bondowners 78 Further Assurances 79 Immunity of Officers, Employees and Members of Issuer 79 Benefit of Indenture 79 Severability 80 Execution in Counterparts 80 Governing Law 80 Signatures 81 Exhibit A Exhibit B Exhibit C Trust Indenture 10-19680.08 Form of Bonds A-1 Form of Disbursement Request — Costs of Issuance B-1 Form of Disbursement Request — Costs of the Project C-1 * * * iv TRUST INDENTURE TRUST INDENTURE dated as of November 1, 2000 (the "Indenture"), between the CITY OF FAYETTEVILLE, ARKANSAS, a public instrumentality under the laws of the State of Arkansas (the "Issuer"), and BANK OF OKLAHOMA, N.A., a national banking association having its principal corporate trust office located in Tulsa, Oklahoma, as trustee (the Trustee"); RECITALS 1. The Issuer is authorized under the Constitution and laws of the State of Arkansas, including particularly Arkansas Code Annotated §§ 14-164-401 et seq., §§ 14-234-201 et seq., §§ 14-235-201 et seq., and §§ 19-9-601 et seq., as amended (collectively the "Act"), and an ordinance duly adopted by its City Council on October 17, 2000, to issue $10,000,000 principal amount of Water and Sewer System Subordinate Revenue Bonds, Series 2000 (the "Bonds"), under this Indenture to provide funds to (a) finance and reimburse the costs of wastewater treatment facilities of the Issuer described herein (the "Project"), (b) fund a debt service reserve, and (c) pay costs related to the issuance of the Bonds. 2. A Standby Bond Purchase Agreement of even date herewith (the "Liquidity Facility") has been entered into by and among the Issuer, the Trustee and Bank of America, N.A. (the "Liquidity Provider") in order to provide liquidity support for the payment of the purchase price of Bonds tendered for purchase. 3. All things necessary to make the Bonds, when authenticated by the Trustee and issued as provided in this Indenture, the valid, legal and binding obligations of the Issuer, and to constitute this Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues made herein for the security of the payment of the Bonds, have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms of this Indenture, have in all respects been duly authorized. GRANTING CLAUSES The Issuer, in consideration of the premises, the acceptance by the Trustee of the trusts created by this Indenture, the purchase and acceptance of the Bonds by the owners thereof, and the issuance and delivery of the Liquidity Facility, and to declare the terms and conditions upon which the Bonds are to be authenticated, issued and delivered, to secure the payment of all of the Bonds issued and Outstanding under this Indenture, to secure the performance and observance by the Issuer of all the covenants, agreements and conditions contained in this Indenture, and to secure the payment of the obligations payable to the Liquidity Provider under the Liquidity Facility, pledges and assigns to the Trustee, and grants a security interest to the Trustee in, the following described property (said property, together with the statutory second mortgage lien on the water transmission and distribution portion of the City's water and sewer system, as prescribed by the Act, is referred to herein as the "Trust Estate"): 10-19680.08 • (a) the Net Revenues; provided, however, such pledge of Net Revenues is junior and subordinate to the pledge of Net Revenues securing the Prior Indebtedness; (b) all moneys and securities (except moneys and securities held in the Rebate Fund and the Bond Purchase Fund) from time to time held by the Trustee in the funds and accounts under the terms of this Indenture; and (c) any and all other property (real, personal or mixed) of every kind and nature from time to time, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under this Indenture by the Issuer or by anyone in its behalf or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. The Trustee shall hold in trust and administer the Trust Estate upon the terms and conditions set forth in this Indenture for the equal and pro rata benefit and security of each and every owner of Bonds, without preference, priority or distinction as to participation in the lien, benefit and protection of this Indenture of one Bond over or from the others, except as otherwise expressly provided herein, and for the benefit, protection and security of the Liquidity Provider with respect to the obligations of the Issuer under the Liquidity Facility, provided that the benefit, protection and security provided by this Indenture for the Liquidity Provider shall be subordinate in each and every respect to the benefit, protection and security provided by this Indenture for the owners of the Bonds. NOW, THEREFORE, the Issuer covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective owners of the Bonds and for the benefit of the Liquidity Provider, that all Bonds are to be issued, authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the further covenants, conditions and trusts hereinafter set forth, as follows: ARTICLE I DEFINITIONS, RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms. For all purposes of this Indenture, except as otherwise provided or unless the context otherwise requires, the following words and terms used in this Indenture shall have the following meanings: "Accountant" means a firm of independent certified public accountants of recognized national standing selected from time to time by the Issuer, which may be the firm of accountants that regularly audits the books of the Issuer. "Act" means Arkansas Code Annotated §§ 14-164-401 et seq., §§ 14-234-201 et seq., §§ 14-235-201 et seq. and §§ 19-9-601 et seq., as from time to time amended. 10-19680.08 2 "Alternate Liquidity Facility" means any substitute or replacement liquidity facility providing liquidity support to the Issuer for the payment of the purchase price of Bonds tendered for purchase, delivered in accordance with the provisions of this Indenture in substitution and replacement for a Liquidity Facility. "Bond" or "Bonds" means any bond or bonds of the series of Water and Sewer System Subordinate Revenue Bonds, Series 2000, issued, authenticated and delivered under and pursuant to this Indenture. "Bond Payments" means the payments to be made by the Issuer pursuant to Section 504(b) hereof. "Bond Purchase Agreement" means the Bond Purchase Agreement relating to the Bonds between the Issuer and the Underwriter. "Bond Purchase Fund" means the fund by that name created by Section 501 hereof, including within such fund the "Remarketing Account", the "Liquidity Provider Purchase Account" and the "Issuer Purchase Account." "Book -Entry System" means the book -entry system maintained by the Securities Depository described in Section 209 of this Indenture. "Business Day" means a day other than (a) a Saturday, Sunday or legal holiday, or (b) a day on which banking institutions located in New York, New York, or in any city in which the corporate trust office or payment office of the Trustee, the payment office of the Liquidity Provider for draws under the Liquidity Facility or the primary office of the Remarketing Agent are located, are required or authorized by law to remain closed, or (c) a day on which the New York Stock Exchange or the Securities Depository is closed. "Commercial Paper Rate" means the per annum interest rate on each Bond during a Commercial Paper Rate Period determined as provided in Section 202 hereof. "Commercial Paper Rate Period" means with respect to any Bond each period determined as provided in Section 202 hereof during which such Bond accrues interest at a Commercial Paper Rate. "Conversion Date" means the day on which a particular type of interest rate (Le., a Weekly Rate, Commercial Paper Rate or Fixed Rate), becomes effective for Bonds and the Bonds begin to accrue interest at that type of interest rate pursuant to Section 202 hereof, and which day is immediately preceded by a day on which such Bonds did not accrue interest at that type of interest rate. "Costs of Issuance" means issuance costs with respect to the Bonds that are permitted under the Act to be paid out of proceeds of the Bonds. "Costs of the Project" means all reasonable or necessary costs and expenses of the Project that are permitted under the Act to be paid out of proceeds of the Bonds. 10-19680.08 3 "Debt Service Fund" means the fund by that name created by Section 501 of this Indenture. "Debt Service Reserve Fund" means the fund by that name created by Section 501 of this Indenture. "Electronic Notice" means notice given by facsimile transmission or by telephone (promptly confirmed in writing). "Financing Documents" means this Indenture, the Bonds, the Bond Purchase Agreement, the Official Statement relating to the Bonds, the Tax Compliance Agreement, the Liquidity Facility, the Remarketing Agreement, and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing; provided, however, that when the words "Financing Documents" are used in the context of the authorization, execution, delivery, approval or performance of Financing Documents by a particular party, the same shall mean only those Financing Documents that provide for or contemplate authorization, execution, delivery, approval or performance by such party. "Fixed Rate" means the per annum interest rate on the Bonds during the Fixed Rate Period determined as provided in Section 202 hereof. "Fixed Rate Period" means with respect to the Bonds when converted to the Fixed Rate, the period from the Conversion Date to the Maturity Date, unless earlier redeemed. "Government Obligations" means the following: (a) bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations on which the full and timely payment of principal and interest is fully and unconditionally guaranteed by, the United States of America; and (b) evidences of direct ownership of a proportionate or individual interest in future interest or principal payments on specified direct obligations of, or obligations or which the full and timely payment of the principal of and interest is unconditionally guaranteed by, the United States of America, which obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state thereof in the capacity of custodian in form and substance satisfactory to the Trustee. "Gross Revenues" means all fees, tolls, rates, rentals and charges levied and collected in connection with, and all other income and receipts of whatever kind or character derived by the Issuer from, the operation of the System. Gross Revenues shall specifically include, but shall not be limited to, revenues from water sales, sewer service charges, fire protection charges and interest income on Revenue Fund balances. Notwithstanding the foregoing, Gross Revenues shall not include acreage, connection, front -footage, tap -on, assessment and similar fees, charges, contributions or grants derived by the Issuer in connection with the provision of or payment for capital improvements constituting a part of the System. 10-19680.08 4 "Indenture" means this Trust Indenture as originally executed by the Issuer and the Trustee, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of this Indenture. "Interest Payment Date" means: (a) with respect to Bonds accruing interest at Weekly Rates, the 1St day of each calendar month (whether or not a Business Day) following the Weekly Rate Period for which interest is payable, and any day which is a Conversion Date from a Weekly Rate Period; provided, however, that the first Interest Payment Date shall be January 1, 2001; (b) with respect to Bonds accruing interest at a Commercial Paper Rate, the 1g Business Day after the last day of each Commercial Paper Rate Period applicable thereto, and any date which is a Conversion Date from a Commercial Paper Rate Period; (c) with respect to the Bonds when accruing interest at the Fixed Rate, each February 15 and August 15 commencing with the first of such dates which is at least 3 months after the Conversion Date through and including the Maturity Date; and (d) any redemption date, acceleration date and the Maturity Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, and, when appropriate, any statutory predecessor or successor thereto, and all applicable regulations thereunder and any applicable official rulings, announcements, notices, procedures and judicial determinations relating to the foregoing. "Issuer" means the City of Fayetteville, Arkansas, and its successors and assigns or any body, agency or instrumentality of the State succeeding to or charged with the powers, duties and functions of the Issuer. "Issuer Bonds" means Bonds that are registered in the name of the Issuer or held for the account of the Issuer, and that are not Liquidity Provider Bonds. "Issuer Representative" means the Mayor or the Administrative Services Director of the Issuer and any other person or persons at the time designated to act on behalf of the Issuer in matters relating to this Indenture as evidenced by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the Issuer by the Mayor. Such certificate may designate an altemate or alternates each of whom shall be entitled to perform all duties of the Issuer Representative. "Liquidity Facility" means initially the Standby Bond Purchase Agreement dated as of November 1, 2000, entered into by and among the Liquidity Provider, the Issuer and Bank of Oklahoma, N.A., as Trustee and as tender agent, and delivered to the Trustee concurrently with the original issuance of the Bonds, and any extensions thereof, and upon the issuance and delivery of an Altemate Liquidity Facility in accordance with Section 602 hereof, "Liquidity 10-19680.08 5 • Facility" shall include such Alternate Liquidity Facility, and any subsequent extensions or replacements thereof. "Liquidity Provider" means Bank of America, N.A., a national banking association, in its capacity as provider of the initial Liquidity Facility, and its successors and assigns, and if an Alternate Liquidity Facility is issued, the issuer of such Alternate Liquidity Facility, and its successors and assigns. "Liquidity Provider Bonds" means Bonds purchased with moneys drawn on the Liquidity Facility and held for the benefit of the Liquidity Provider pursuant to Section 403(c)(6) hereof. by law. "Maturity Date" means November I, 2006. "Maximum Rate" means the lesser of 11.0% per annum or the maximum rate permitted "Net Revenues" means, for any period, Gross Revenues less Operating Expenses for such period. "Officer's Certificate" means a written certificate of the Issuer signed by the Issuer Representative, which certificate shall be deemed to constitute a representation of, and shall be binding upon, the Issuer with respect to matters set forth therein, and which certificate in each instance, including the scope, form, substance and other aspects thereof, is acceptable to the Trustee. "Operating Expenses" means, for any period, all ordinary and necessary expenses of operation, repair, maintenance and insuring of the System under generally accepted accounting principles, except that there shall not be included (i) any allowance for depreciation, (ii) any deposits or transfers to the credit of (a) the Debt Service Fund or to any fund or account created for the payment of debt service on the Prior Indebtedness or any subordinated indebtedness secured by a pledge of Net Revenues as permitted hereunder, (b) the Debt Service Reserve Fund or any debt service reserve fund or account created in connection with the Prior Indebtedness or any subordinated indebtedness secured by a pledge of Net Revenues as permitted hereunder, or (c) the Renewal and Replacement Fund, or (iii) any payments with respect to obligations not payable in whole or in part under any circumstances from Gross Revenues. Operating Expenses shall specifically include obligations of the Issuer to the Beaver Water District of Benton and Washington Counties, Arkansas. "Operation and Maintenance Fund" means the fund of the Issuer by that name created and confirmed in the ordinances authorizing the Prior Indebtedness. "Opinion of Bond Counsel" means a written opinion of the legal counsel who rendered the initial Opinion of Bond Counsel required by Section 201(0 hereof or any other legal counsel acceptable to the Issuer and the Trustee who shall be nationally recognized as expert in matters pertaining to the validity of obligations of governmental issuers and the exemption from federal income taxation of interest on such obligations. 10-19680.08 6 "Opinion of Counsel" means a written opinion of any legal counsel having expertise in the matters covered in such opinion and acceptable to the Issuer and the Trustee, who may be an employee of or counsel to the Issuer or the Trustee. "Outstanding" means when used with respect to Bonds, as of the date of determination, all Bonds theretofore authenticated and delivered under this Indenture, except: (a) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation as provided in Section 207 of this Indenture; (b) Bonds for whose payment or redemption money or Government Obligations in the necessary amount has been deposited with the Trustee in trust for the owners of such Bonds as provided in Section 1101 of this Indenture, provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Indenture; (d) Bonds alleged to have been destroyed, Lost or stolen which have been paid as provided in Section 207 of this Indenture; and (e) Bonds that are not delivered upon mandatory redemption or mandatory tender has occurred. "Participants" means those financial institutions for whom the Securities Depository effects book -entry transfers and pledges of securities deposited with the Securities Depository in the Book -Entry System, as such listing of Participants exists at the time of such reference. "Permitted Investments" means, if and to the extent the same are at the time legal for investment of funds held under this Indenture: (a) Government Obligations; (b) bonds, notes or other obligations of any state of the United States or any political subdivision of any state, which at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized Rating Agency; (c) certificates of deposit or time or demand deposits constituting direct obligations of any bank, bankholding company, savings and loan association or trust company organized under the laws of the United States or any state thereof (including the Trustee or any of its affiliates), except that investments may be made only in certificates of deposit or time or demand deposits which are: 10-19680.08 7 • (1) insured by the Federal Deposit Insurance Corporation, or any other similar United States Government deposit insurance program then in existence; or (2) continuously and fully secured by Government Obligations, which have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time or demand deposits; (d) repurchase agreements with any bank, bankholding company, savings and loan association, trust company or other financial institution organized under the laws of the United States or any state thereof (including the Trustee or any of its affiliates), that are continuously and fully secured by Government Obligations and which have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreements, provided that each such repurchase agreement conforms to current industry standards as to form and time, is in commercially reasonable form, is for a commercially reasonable period, results in transfer of legal title to identified Government Obligations which are segregated in a custodial or trust account for the benefit of the Trustee, and further provided that Government Obligations acquired pursuant to such repurchase agreements shall be valued at the lower of the then current market value thereof or the repurchase price thereof set forth in the applicable repurchase agreement; (e) short term discount obligations of the Federal National Mortgage Association and the Government National Mortgage Association; and (0 money market mutual funds (1) that invest in Government Obligations or that are registered with the federal Securities and Exchange Commission (SEC), meeting the requirements of Rule 2a-7 under the Investment Company Act of 1940, and (2) that are rated in either of the two highest categories by a nationally recognized rating service. "Person" means any natural person, firm, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. "Prior Indebtedness" means the Series 1994 Bonds, the Series 1999 Bonds and any additional indebtedness issued and secured by the Issuer on a parity therewith. "Project" means the wastewater treatment facilities of the Issuer, including land, buildings, improvements and equipment, the costs of which will be paid or refinanced in whole or in part, or for which the Issuer will be reimbursed in whole or in part, from the proceeds of the sale of the Bonds, and which costs are authorized under the Act; provided, however, that the Issuer may make changes to the Project. "Project Fund" means the fund by that name created by Section 501 of this Indenture, including within such fund the "Costs of Issuance Account" and the "Project Account." 10-19680.08 8 • • "Rating Agency" means, if the Bonds are rated, Moody's Investors Service if such agency's ratings are in effect with respect to the Bonds, Standard & Poor's Ratings Services if such agency's ratings are in effect with respect to the Bonds, and Fitch, Inc., if such agency's ratings are in effect with respect to the Bonds, and their respective successor and assigns If any such corporation ceases to act as a securities rating agency, the Issuer may appoint any nationally recognized securities rating agency as a replacement. "Rebate Fund" means the fund by that name created by Section 501 hereof. "Record Date" means the close of business (a) in the case of Bonds accruing interest at Weekly or Commercial Paper Rates, the ls` Business Day immediately preceding an Interest Payment Date, or (b) in the case of Bonds accruing interest at the Fixed Rate, the 1st day (whether or not a Business Day) of the calendar month of each Interest Payment Date. "Remarketing Agent" means initially, Banc of America Securities LLC, and subsequently any Person meeting the qualifications of and designated from time to time to act as successor Remarketing Agent under Section 404 hereof. "Remarketing Agreement" means the Remarketing Agreement as originally executed by the Issuer and the Remarketing Agent, as from time to time amended and supplemented in accordance with the provisions of the Remarketing Agreement and this Indenture. "Renewal and Replacement Fund" means the fund of the Issuer by that name created and confirmed in the ordinances authorizing the Prior Indebtedness. "Revenue Fund" means the fund of the Issuer by that name created and confirmed in the ordinances authorizing the Prior Indebtedness and into which all Gross Revenues are to be deposited. "Securities Depository" means The Depository Trust Company, New York, New York, or its nominee, and its successors and assigns. "Series 1994 Bonds" means the Issuer's Water and Sewer System Revenue Bonds, Series 1994. "Series 1999 Bonds" means the Issuer's Water and Sewer System Revenue Refunding Bonds, Series 1999. "State" means the State of Arkansas. "Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture entered into by the Issuer and the Trustee pursuant to Article X of this Indenture. "System" means the Issuer's combined water and sewer utility system. "Tax Compliance Agreement" means the Tax Compliance Agreement of even date herewith between the Issuer and the Trustee, as from time to time amended in accordance with the provisions thereof. 10-19680.08 9 • • "Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture. "Trustee" means Bank of Oklahoma, N.A., and its successor or successors, and any other corporation or association which at any time may be substituted in its place pursuant to and at the time serving as trustee under this Indenture. "Underwriter" means Banc of America Securities LLC, the purchaser of the Bonds under the Bond Purchase Agreement. "United States Bankruptcy Code" means the United States Bankruptcy Reform Act of 1978, as amended from time to time, or any substitute or replacement legislation. "Weekly Rate" means the per annum interest rate on the Bonds during a Weekly Rate Period determined on a weekly basis as provided in Section 202 hereof. "Weekly Rate Period" means each period described in Section 202 during which Bonds accrue interest at a Weekly Rate. Section 102. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction apply in construing the provisions of this Indenture: (a) The terms defined in this Article include the plural as well as the singular. (b) All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. (c) All references herein to "generally accepted accounting principles" refer to such principles in effect on the date of the determination, certification, computation or other action to be taken hereunder using or involving such terms. (d) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to be the designated Articles, Sections and other subdivisions of this instrument as originally executed. (e) The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. (f) The Article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. (g) Whenever an item or items are listed after the word "including," such listing is not intended to be a listing that excludes items not listed. 10-1968008 10 ARTICLE II THE BONDS Section 201. Authorization and Terms of Bonds. • (a) Authorization and Amount. There shall be issued under and secured by this Indenture a series of bonds designated "Water and Sewer System Subordinate Revenue Bonds, Series 2000" (the "Bonds"), in the aggregate principal amount of $10,000,000 for the purpose of providing funds to (1) finance, refinance and reimburse Costs of the Project, and (2) pay Costs of Issuance. (b) Date and Maturity. The Bonds shall be dated November 1, 2000, shall bear interest from the date of their original issuance and delivery, and shall mature on the Maturity Date, subject to prior redemption and optional and mandatory tender for purchase, as provided in Article III and Article IV hereof. (c) Interest. The Bonds shall bear interest from their date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at Weekly Rates, Commercial Paper Rates or the Fixed Rate determined in accordance with Section 202 hereof, payable on each Interest Payment Date as herein provided until payment of the principal or redemption price thereof is made or provided for, whether at maturity, upon redemption, acceleration or otherwise. Interest on the Bonds shall be payable in arrears on each Interest Payment Date, commencing on January 1, 2001. The amount of interest payable with respect to any Bonds on any Interest Payment Date shall be computed (1) during Weekly Rate Periods or Commercial Paper Rate Periods, on the basis of a 365- or 366 -day year for the number of days actually elapsed, based on the calendar year in which the Commercial Paper Rate Period or the Weekly Rate Period commences, and (2) during the Fixed Rate Period, on the basis of a 360 -day year of 12 30 -day months. (d) Method and Place of Payment. The Trustee shall act as paying agent for the purpose of effecting payment of the principal of, redemption premium, if any, and interest on the Bonds. The principal of, redemption premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of and the redemption premium, if any, on all Bonds shall be payable by check or draft at maturity or upon earlier redemption to the Persons in whose names such Bonds are registered on the bond register maintained by the Trustee at the Maturity Date or redemption date thereof, upon the presentation and surrender of such Bonds at the principal corporate trust office or designated payment office of the Trustee. 10-19680.08 11