HomeMy WebLinkAbout1994-09-06; Housing & Redevelopment Commission; 258 Exhibit 11; Family Housing Revenue Refunding Bonds9 &S RAFr
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BOND PURCHASE AGREEMENT
Seascape Apartments, Inc. c/o Continental Casualty Company Chicago, Illinois
Carlsbad Housing and Redevelopment Commission Carl&ad, California
RC $15,115,000 Carlsbad H ousing and Redevelopment Commission Multifamily Housing Revenue Refunding Bonds, Series A of 1994 (Seascape Village Project)
Ladies and Gentlemen:
The undersigned, A.G. Edwards 8z Sons, Inc. (the “Underwriter”), hereby
offers to purchase, upon the terms and subject to conditions hereinafter specified, Multifknily Housing Revenue Refunding Bonds, Series A of 1994 (Seascape Village Project), in the aggregate principal amount of $15,115,0OO (the “Bonds”), issued by the Carlsbad Housing and Redevelopment Commission (the “Issuer”). The Bonds are described in the Official Statement of even date herewith relating to the Bonds, including without limitation the Appendices thereto (collectively, the “off&l Statement”). If and when accepted by you, this document shall constitute an agreement among the parties hereto (the “Purchase Agreement”).
1. Background. The Bonds will be issued by the Issuer pursuant to an Indenture of Trust, dated as of September 1, 1994 (the “Indenture”), between the Issuer and First Trust of California, National Association, or its successors as trustee thereunder (the “Trustee”). The proceeds of the Bonds will be loaned pursuant to a Loan Agreement dated
as of September 1, 1994, (the “Loan Agreement”), between the Issuer and Seascape
Apartments, Inc., an Illinois corporation (the “Owner”), in connection with the refunding of
the Issuer’s Multifamily Housing Revenue Bonds, Series 1985 B (Seascape Village Project)
(the “Prior Bonds”). The Owner will use the proceeds of such loan to fund its
reimbursement to Continental Casualty Company, an Illinois insurance company, for the
amounts to be paid by that company on a claim against a surety bond issued by it to secure
the payment of the Prior Bonds. The funds from such claim against the prior surety bond will be used to pay the redemption price for the Prior Bonds. Proceeds of the Prior Bonds were used to fmance the acquisition, construction and installation of a 208-unit apartment complex located in Carlsbad, California (the “Project”).
Pursuant to the Loan Agreement, the Owner is required to make loan
repayments sufficient to pay in full when due the principal of, premium, if any, and interest
on the Bonds Outstanding. The Bonds are to be secured by (i) a pledge of the loan
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repayments and other revenues to be paid by the Owner under the Loan Agreement (other than certain fees, indemnification and expense reimbursement payments) and (ii) a surety
bond (the “Surety Bond”) to be issued by Continental Casualty Company, an Illinois insurance company (the “Surety”) or, under certain circumstances, an Alternate Security (as
defined in the Indenture).
The Owner’s obligation to reimburse the Surety for claims under the Surety
Bond is set forth in a Reimbursement Agreement dated as of September 1, 1994 (the
“Reimbursement Agreement”), between the Owner and the Surety, and is secured by the
First Deed of Trust and the Second Deed of Trust, as such terms are defmed in the
Indenture. The First Deed of Trust Documents, the Reimbursement Agreement and the Second Deed of Trust are hereinafter referred to as the “Security Documents.”
The Bonds will initially be issued bearing interest at a rate of not more than
-% per annum until ,1994, and thereafter the interest rate on the Bonds will be established by the Underwriter, as Remarketing Agent (the “Remarketing Agent”), as provided in the Indenture and pursuant to a Remarlceting Agreement dated as of September 1, 1994 betw II the wn er and the Remarketiw Agent. The Bondholders will have the ee 0 right to tender Bonds to the Trustee for purchase as provided in the Indenture, and under the Remarketing Agreement the Remarketing Agent will undertake to remarket the Bonds so tendered.
All capitalized terms used and not defined herein shall have the meanings assigned in the Indenture.
2. Representations and Warranties of the Owner. The Owner represents and warrants that as of the Closing Date:
(a) The Owner is a validly existing corporation under the laws of the State of Illinois and is duly qualified to do business and is in good standing as a foreign corporation in the State of California. The Owner is not in violation of any provision of its organizational documents, has the power and authority to own its property and assets, to carry on its business as now being conducted by it, to acquire, own and operate the Project as described in the 0fkia.l Statement, to request the issuance of the Bonds and to perform
and do other matters and things provided for it in this Purchase Agreement, the Loan Agreement, the Regulatory Agreement, the Security Documents and the Remarketing
Agreement (collectively, the “Owner Documents”).
(b) The Owner has full power and authority to execute, deliver and perform its agreements and obligations under the Owner Documents.
(c) The execution, delivery and performance of the Owner Documents by the Owner and the consummation of the transactions herein and therein contemplated on the part
of the Owner have been duly authorized by a requisite corporate action on the part of the
Owner and, assuming due authorization, execution, and delivery by all other parties thereto,
each of the Owner Documents constitutes a valid and binding obligation of the Owner,
enforceable in accordance with its terms, except to the extent limited by any future
SFMS3147.1 (2533890.2 ro 2533890.3 redlid) 2 412oa7-EltB-o8/23/94
proceedings applicable to such party under bankruptcy, reorganization or other laws of
general application relating to or affecting the enforcement of creditors’ rights or principles
of equity.
(d) The execution, delivery, and performance of the Owner Documents does not violate, conflict with or result in any breach, default, event of &fault or event which
with the giving of notice, the passage of time or both would result in an event of &fault,
under any terms or provisions of any agreement or instrument of any nature whatsoever to which the Owner is a party or to which the Owner or any of the Owner’s property is subject.
(e) The Owner is not in violation of or default under, and has not breached, any law, ordinance, regulation, decree, order, agreement or instrument of any nature whatsoever to which the Owner is a party or to which the Owner or any of the Owner’s property is subject, other than violations, defaults or breaches which would have no material adverse effect on the financial condition of the Owner or the ability of the Owner to perform
the Owner’s obligations under the Owner Documents, and the Owner is not in violation of or
default under, and has not breached, any provision of the Regulatory Agreement.
(f) As of the date of payment for and delivery of the Bonds as provided below (the “Closing Date”), (i) there shall be no further approval, authorization, consent, or other order of any governmental, quasi-governmental or other public board or body required to be obtained for the execution, delivery and performance of the Owner Documents by the Owner which has not already been obtained; (ii) there shah be no violation of, default, event of default, or event which with the giving of notice, passage of time or both, would result in an event of default, under any of the Owner Documents by the Owner; and (iii) the Owner shall
have performed all obligations required under the Owner Documents to be performed by the
Owner on or before the Closing Date.
(g) There is no action, suit or proceeding at law or in equity to which the Owner is a party or to which the Owner’s property is subject before or by any court or
adjudicative authority, or any agency, instrumentality or governmental official, which is
pending or, to the best of the Owner’s knowledge, threatened, wherein an unfavorable
decision, ruling or finding would materially adversely affect the validity, security or
enforceability of the Bonds, the enforceability of the Owner Documents against the Owner,
the fmancial condition of the Owner, the performance by the Owner under the Owner Documents or the operation of the Project.
(h) The Underwriter may rely upon all representations and warranties of the Owner contained in any of the Owner Documents as if all such representations and
warranties were expressly made by the Owner to the Underwriter herein, and all such
representations shah be true and correct as of the Closing Date.
(i) All information concerning the Owner and the Project in the Official Statement under the heading “THE PROJECT AND THR OWNER” (the “Owner Information”) is true and accurate in all material respects as of the date of the OiYicial Statement.
SFZ-2.93147.1(2533890.2 to 2333890.3 ttdhcd) 3 412a-7-BRBo8/25lp4
(j) As of the date hereof and as of the Closing Date, the Owner Information
does not and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
(k) The Owner has duly approved and author&d the distribution and use of the Prelimmary Gflicial Statement and the distribution and use of the final Gf’ficial Statement.
(l) Any certificate signed by any official of the Owner and delivered to the Underwriter shall be deemed a representation and warranty by the Owner to the Underwriter
as to the truth of the statements therein contained.
3. Representations and Warranties of the Underwriter. The Underwriter hereby represents that it has full power and authority to enter into this Purchase Agreement, that the execution, delivery and performance of this Agreement and the purchase of the Bonds contemplated herein have been duly authorized by all requisite corporate action on the
part of the Underwriter and that this Purchase Agreement is a valid and binding obligation of
the Underwriter enforceable against the Underwriter in accordance with its terms.
4. Representations, Warranties and Covenants of the Issuer. The Issuer
mpresents, warrants and covenants to the Underwriter that:
(a) The Issuer is a public body corporate and politic duly orga&ed and existing under the laws of the State of California (the “State”).
(b) Pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”), the Issuer has the full legal right, power and authority (i) to adopt its Resolution on [September 63, 1994, authorizing the issuance of the Bonds (the “Resolution”), (ii) to enter into this Purchase Agreement, the
Indenture, the Loan Agreement and the Regulatory Agreement (the “Issuer Documents”),
(iii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, (iv) to loan
the proceeds of the Bonds to the Owner for the purpose of refunding the Prior Bonds, and
(v) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied with all provisions of applicable law, including the Act, in all matters relating to such transactions.
(c) The Issuer has duly authorized (i) the execution and delivery of the Bonds and the execution, delivery and due performance of the Issuer Documents, (ii) the distribution and use of the Preliminaq Official Statement and the execution, delivery,
distribution and use of the final Gfficial Statement, and (iii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments. All consents or approvals necessary to be obtained by the Issuer in connection with the foregoing have been, or prior to the Closing Date will have been, received, and the consents or approvals so received to date are still in full force and effect.
SFZ-233147.1(2S33890.2 to 2S33890.3 dined) 4 412ob7-ma-a/25194
(a) The Resolution has been duly adopted by the Issuer, is in full force and
effect and constitutes the legal, valid and binding act of the Issuer; the Issuer Documents,
when executed and delivered by the parties thereto, will constitute legal, valid and binding obligations of the Issuer, and the Resolution is and the Issuer Documents will be enforceable against the Issuer in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvencies or other laws affecting creditors’ rights
generally, or by general principles of equity.
(e) When delivered to the Underwriter, the Bonds will have been duly
authorized, executed, authenticated, issued and delivered and will constitute legal, valid and
binding obligations of the Issuer in conformity with the laws, statutes and regulations of the
State, including the Act, and will be entitled to the benefit and security of the Indenture.
(f) The information relating to the Issuer contained under the caption “The
Issuer” in the Preliminary Official Statement is, and as of the date of Closing such information under the caption “The Issuer” in the final Ofticial Statement will be, true and correct in all material reqects, and the information contained under the caption “The Issuer” in the Prelimmary Offkial Statement does not, and the information contained under the
caption “The Issuer” in the final Official Statement will not, contain any untrue or misleading statement of a material fact relating to the Issuer or omit to state any material fact relating to the Issuer necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) If, at any time prior to ninety (90) days after the Closing any event occurs with respect to the Issuer as a result of which the information contained under the caption “The Issuer” in the Official Statement as then amended or supplemented would include an
untrue statement of a material fact pertaining to the Issuer, or omit to state any material fact
pertaining to the Issuer necessary to make the statements under the caption “The Issuer,” in light of the circumstances under which they were made, not misleading, the Issuer shall
promptly notify the Underwriter and the Owner in writing of such event. Any information
supplied in writing by the Issuer for inclusion in any amendments or supplements to the
Official Statement will not contain any untrue or misleading statement of a material fact
relating to the Issuer or omit to state any material fact relating to the Issuer necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(h) Neither the adoption of the Resolution, the execution and delivery of the Issuer Documents or the Bonds, nor the consummation of the transactions’ contemplated herein or therein or the compliance with the provisions hereof or thereof will conflict with, or constitute on the part of the Issuer a violation of, or a breach of or default under, (i) any provision of the organizational documents of the Issuer, or (ii) to the Issuer’s knowledge, any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer (or any of its council members and officers in their respective capacities as such) is subject, or any indenture, mortgage, commitment, note or other agreement or instrument to which the
Issuer is a party or by which it is bound.
SP2-2S3147.1{2S33890.2 to 2533890.3 rdiad} 41208-7-ERB-w25194
(i) There is no action, suit, proceedmg, inquii or investigation, at law or in
equity, before or by any court, adjudicative authority, governmental, quasi-governmental,
public body or offkial, pending or, to the best knowledge of the Issuer, threatened against the Issuer, which in any way questions the powers of the Issuer referred to in pamgraph 4(b)
above, or the validity of the Resolution or any other proceeding taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or
finding could materially adversely affect the transactions contemplated by this Purchase
Agreement or by any other Issuer Document or any other instrument to be executed by the Issuer required or contemplated by this financing, or which, in any way, could adversely affect the validity or enforceability of the Resolution or any Issuer Document or the Bonds
or, to the knowledge of the Issuer, which in any way questions the exclusion from gross income of the recipients thereof of the interest on the Bonds for federal income tax purposes or in any other way questions the status of the Bonds under federal or State tax laws or regulations.
(i) Any certificate signed by any official of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter as to the truth, accuracy and completeness of the statements therein contained.
5. Covenants. The Owner covenants that:
(a) If at any time during the period of ninety (90) days following the Closing Date an event occurs as a result of which, to the best knowledge of the Owner, the Official Statement would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which such
statement was made not misleading, the Owner will notify the Underwriter immediately
thereof and will provide information necessary to effect the preparation, at the expense of the
Owner, of amended or supplemental information which will correct such untrue statement or
omission. Any information supplied in writing by the Owner for inclusion in any
amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(b) Upon the Underwriter’s reasonable request, the Owner will provide all necessary information relating to the Owner supplemental to the Official Statement.
(c) The Owner shall refrain from taking any action or knowingly permitting
any action to be taken with regard to which the Owner or any related party may exercise control that results in the inclusion of interest on the Bonds in the gross income of the holders of the Bonds for federal income tax purposes.
6. Purchase, !Sale and Delivery of the Bonds. On the basis of the
representations and warranties and subject to the terms and conditions set forth herein, the
Underwriter agrees to purchase the Bonds at a price equal to the principal amount plus
accrued interest, and the Issuer agrees to sell and deliver (or cause to be sold and delivered)
to the Underwriter the Bonds at a price of @ $15.115.000 (one hundred percent (100%) of
5P2-2&5147.1{2s33890.2 lo 2933890.3 lcdbd} 6 41206-7-nmmnw94
the principal amount thereof). Payment for the Bonds shall be made by wire transfer in
immediately available funds to the order of the Trustee, at the office of Stradling, Yocca,
Carlson 8z Rauth, Bond Counsel, in Newport Beach, California, at or before 9:00 a.m.
Califomia time, on September 13,1994, or on any other date or at such other place as may
be agreed upon by the parties hereto, against delivery of the Bonds to the order of the
Underwriter; provided, however, that the Underwriter shall bear no liability should a delay occur in wiring of funds due to no fault of its own. The Bonds shall be delivered as fully registered bonds registered as to principal and interest.
7. Conditions of Underwriter’s Obligations. The obligation of the
Underwriter to purchase the Bonds on the Closing Date shall be subject to the prior
fulfillment of the following conditions:
(a) On or prior to the Closing Date, all representations and warranties of the Issuer and the Owner hereunder and of the Owner in the Owner Documents shall be true and correct in all material respects and each of the Owner and Issuer shall have performed all of
its obligations hereunder theretofore to be performed.
(b) On the Closing Date, the Surety Bond and the Liquidity Surety Bond shall have been delivered to the Trustee and shall be in full force and effect.
(c) On the Closing Date, there shall be delivered to the Underwriter in form
satisfactory to the Underwriter:
(i) executed counterparts of the Indenture, the Loan Agreement, the
Reimbursement Agreement, the Intercreditor Agreement, the Owner Documents, this
Purchase Agreement, and such other documents and certificates as the Underwriter or its counsel may reasonably require in order to evidence the accuracy, completeness or
satisfaction of any of the representations, warranties or conditions herein contained;
(ii) an opinion of Bond Counsel in the form attached as Appendix D to
the Official Statement;
(iii) an opinion of counsel to the Surety dated the Closing Date, in
form and substance satisfactory to the Underwriter;
(iv) an opinion of counsel to the Owner and an opinion of local
counsel to the Owner, each dated the Closing Date, in form and substance satisfactory to the Underwriter;
(v) a supplemental opinion of Bond Counsel dated the Closing Date, in
form and substance satisfactory to the Underwriter;
(vi) an opinion of counsel to the Underwriter dated the Closing Date, in form and substance satisfactory to the Underwriter;
SF2-2S!U47.1(2S33890.2 to 2533890.3 redlid) 7 412ob7-ERE-w23/94
(vii) a certificate from the Surety dated the Closing Date, with respect to the matters set forth in Appendix A attached hereto;
(viii) evidence of rating of the Bonds by Standard and Poor’s Rating Group, which rating shall not be lower than “AA-/Al +“;
(ix) an opinion of counsel to the Trustee dated the Closing Date, in form and substance satisfactory to the Underwriter,
(x) the Gfficial Statement, together with any supplements or amendments to the GfMal Statement in the event that the Gfficial Statement has been supplemented or amended, executed on behalf of the Issuer and approved by the
Owner;
(xi) written instructions of the Issuer to the Trustee as to the delivery
of the Bonds, dated the Closing Date, signed by a duly authorized off&r of the
Issuer;
(xii) one or more certificates, each satisfactory in form and substance to the Underwriter, of one or more duly authorized offkers of the Trustee, dated the Closing Date, as to the due acceptance and execution of the Indenture by the Trustee,
the due authentication and delivery of the Bonds by the Trustee under and in
accordance with the Indenture, the due acceptance of the pledge of the Loan Agreement, the Note and the First Deed of Trust Documents by the Trustee and the acceptance of the Surety Bond and the Iiquidity Surety Bond by the Trustee;
(xiii) certifkd copies of the Issuer’s Resolution authorizing the execution and delivery of the Issuer Documents;
(xiv) a specimen Pond;
(xv) a copy of the completed and executed Form 8038;
Indenture;
(xvi) an executed copy of the Tax Certiftcate, as defined in the
(xvii) executed financing statements with respect to the security interest in the Project granted by the First Deed of Trust, which shall be in form and substance reasonably satisfactory to the 8 Underwriter;
(xviii) an executed copy of DTC’s Letter of Representations dated the Closing Date;
(xix) a certificate of the Owner dated the Closing Date, with respect to
the matters set forth in Appendix B attached hereto; and
SIQ-2S3147.1{2S33890.2 to 2533890.3 redlid) 8 41~7-EREanw4
(xx) a certificate of the Issuer dated the Closing Date, with respect to the matters set forth in Appendix C attached hereto.
(d) The Indenture, the Loan Agreement, the First Deed of Trust Documents, the Surety Bond, the Liquidity Surety Bond, the Reimbursement Agreement, and all other documents for the issue, purchase, sale and security of the Bonds, in form and substance
satisfactory to the Underwriter, shall have been duly author&d, executed and delivered by the respective parties thereto and shall be in full force and effect and shall be the valid and
binding obligations of the parties to such agreements and instruments, enforceable in
accordance with their terms.
(e) No order, injunction or decree suspending the sale of the Bonds in any
jurisdiction in which a sale is proposed or in the State of California shall have been issued on
or prior to the Closing Date and be continuing, and no proceedings for that purpose shall
have been instituted and shall be contking or, to the knowledge of the Issuer, the Owner, the Surety or the Underwriter shall be contemplated.
If any condition in this section is not satisfied prior to the Closing Date, this
Purchase Agreement may be terminated by the Underwriter by notice in writing or by facsimile to the Owner and the Surety.
The Underwriter may waive in writing compliance with any one or more of the foregoing conditions or extend the time for its or their performance.
8. Payment of Fees. The Owner shall pay, from sources other than proceeds
of the Bonds, a total fee to the Underwriter in the amount of $ , plus the cost of
counsel to the Underwriter shown in Appendix D attached hereto. Such payment shall be in
immediately available funds received by the Trustee on the Closing Date, and shall be a
condition to the purchase of the Bonds by the Underwriter.
9. Indemnifbtion.
(a) Subject to subparagraphs 9(b) and 9(c) below, the Owner, to the extent permitted by law, agrees to indemnify and hold harmless the Underwriter, each off&r, dkctor, partner and employee of the Underwriter and each person who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (colkctively called the “Underwriter Indemnified Parties”), and the Issuer, each officer, director, commissioner, partner, employee and member of the Issuer and each person who controls the Issuer within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively called the “Issuer Indemnified
Parties” and, together with the Underwriter Indemnified Parties, the “Indemnifkd Parties”) against any and all losses, claims, damages, liability or expenses (excluding any legal or other expenses incurred by such Indemnified Party in connection with f iuvesti~atiq any claims against it and defending any actions) whatsoever caused by any untrue statement or alleged untrue statement of a material fact contained in the information furnished by the Owner for inclusion in the section entitled “THE PROJECT AND THE OWNER” in the
SP2-2S3147.1(2.333890.2 to 2533890.3 redlid) 9 412oa-7-ER&ow2sIw
Official Statement which was untrue as of the date thereof or caused by any omission or alleged omission from the information furnished by the Owner for inclusion in the section entitled “THE PROJECT AND ‘IWE OWNER” in the official Statement of any material fact required to be stated therein or necessaq in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading as of the date
thereof insofar as such losses, claims, damages, liabilities or expenses are caused by any
such untrue statement or omission as of the date thereof in the information furnished by the Owner for inclusion in the section entitled “THE PROJECT AND THE OWNER” in the
Official Statement. No Underwriter Indemnified Parties shall be indemnified hereunder for any losses, claims, damages or liability resulting from the negligence or fraudulent misrepresentations, acts or omissions of such Underwriter Indemnified Parties. No Issuer
Indemnified Parties shall be indemnified for and this indemnification shaIl not cover losses, claims, damages, liability or expenses resulting from the wilful misconduct, bad faith or fraud of the Issuer Indemnified Parties.
(b) In case any act on shall be brought against any Indemnified Party in
respect of which the Ow ner is required to indemnify such Indemnified Party pursuant to the
provisions of subparagraph 9(a) above, such Indemnified Party shall promptly notify the
Owner in writing and the Owner shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Any such Indemnified Party shall have the right to employ separate counsel in any such action and assume and direct the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, and the assertion of such entitlement shall be deemed a waiver of such Indemnified Party’s right to indemnification hereunder.
(c) If the indemnification provided for in subparagraph 9(a) is unavailable or
insufficient to hold harmless the Underwriter as provided in such subparagraph 9(a), then the Owner shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provisions (including any reasonable
investigation, legal and other expenses reasonably incurred in connection with, and any
amount paid in settlement of, any action, suit or pnxeeding or any claims asserted; provided the Owner has approved such settlement in advance, but after deducting any contribution
received by the Underwriter from other persons who may also be liable for contribution) to
which the Underwriter may be subject, in such proportion as is appropriate to reflect the
relative benefits received by the Owner and the Underwriter from the sale of the Bonds or, if
such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Owner and the Underwriter in uxmection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Owner and the Underwriter shall be deemed to be in the
same proportion as the proceeds from the sale of the Bonds (after deducting therefrom Aiuniing costs, fees and expenses, including, without limitation, fees paid to the Underwriter in connection with such sale) bear to the fee in connection with such sale received by the Underwriter.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
W2-2&5147.1{2533890.2 to 2533890.3 dlhcd) 10 41208-7-EREanm4
omission to state a material fact relate to information supplied by the Owner or the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by the Underwriter as a result of the losses, claims, damages or liabilities referred to in the first
sentence of this subparagraph 9(c) shall be deemed to include any reasonable legal or other
expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject to this subparagraph 9(c).
Notwithstanding the other provisions of this subparagraph 9(c), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as
amended) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
For purposes of this subpamgmph 9(c): (i) each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended,
or Section 20(a) of the Securities Exchange Act of 1934, as amended, shall have the same rights to contribution as such Underwriter, subject in each case to the last sentence of the preceding paragraph, and each dimctor, employee, and officer of the Owner and each person, if any, who controls the Owner within the meaning of Section # fi of the Securities Act of 1933 or Section 20(a) of the Securities Exhange Act of 1934 shall have the same rights to contribution as the Owner, subject to the last sentence of the preceding paragraph; (ii) any party entitled to contribution shall, promptly after receipt of notice of commencement of any action, suit or proceedmg against such party in respect of which a claim for contribution may be made against another party under this subparagraph 9(c), notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contributions may be sought from any obligation it may
have under this subparagraph 9(c); and (iii) no party shall be liable for contribution with respect to any action or claim settled without its consent.
(d) The provisions of this Paragraph 9 shall not Iimit in any manner the rights
to indemnXcation granted by the Owner to the Issuer and certain other persons pursuant to
Section 6.01 of the Loan Agreement.
10. Representation and Agreements to Survive Sale and Payment. Except as the context otherwise requires, all representations, warranties and agreements contained in
this Purchase Agreement shall be deemed to be representations, warranties and agreements of the parties hereto at the Closing Date, notwithstanding the nondelivery for any reason of any certificate or document required to be delivered hereunder, and such representations, warranties and agreements of the parties, including the indemnity agreement contained in Paragraph 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by the Underwriter or by any Indemnified Party, and shall survive the sale of and any payment for the Bonds.
11. Ternhath of this Purchase Agreement. This Purchase Agreement
may be terminated at any time prior to the Closing Date by the Underwriter, if, in the reasonable judgment of the Underwriter, the market price of the Bonds would be materially adversely affected or it is impractical to offer the Bonds for sale or to enforce contracts made by the Underwriter for the resale of the Bonds agreed to be purchased hereunder by reason
SF2%5147.1(2S33890.2 to 3533890.3 tedhd) 11 4l#K7-ERB-w25/94
of: (a) pending or thmatened litigation, legal action or other governmental or municipal
pmceeding or legislation before either the House of Representatives or the United States
Senate (or a committee thereof) which, if adversely determined or passed into law, as the
case may be, would adversely affect the exclusion from gross income of interest on the Bonds; (b) any action having been taken by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service of the United States, or any decision having been rendered by the United States Tax Court or any Court established under Article III of the Constitution, having the effect or imposing, ditectly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds; (c) trading in securities on the New York Stock Exchange or the American Stock Exchange having been suspended or limited or minimum prices having been established on either such Exchange; (d) a banking moratorium having been declared by either federal or applicable state authorities; (e) an outbreak of major hostilities or other national or international calamity having occurred that, in the opinion of the Underwriter, materially affects the market for the Bonds or the sale of the Bonds at the contemplated offering prices; or (f) any action having been taken by any government in respect of its legislative or monetary affairs which, in the opinion of the Underwriter, has a material adverse effect on the securities
markets in the United States or the market for the Bonds.
12. Expenses.
(a) AlI reasonable expenses incident to the performance of the Owner’s and the Issuer’s obligations hereunder including, but not limited to: (i) the cost of delivery of the
Indenture, (ii) the cost of preparation, printing and delivery of the Prelimmary OfEcial
Statement and the Official Statement and any supplements or amendments thereto, (iii) the
cost of preparation of the Bonds, if any, (iv) the fees and disbursements of bond counsel, counsel for the Underwriter, the Issuer’s counsel, the Underwriter and the financial advisor, (v) the fees and disbursements of any other experts, consultants or advisors retained by the Issuer, (vi) the fees and expenses of the Trustee, and (vii) any other expenses not specifically enumerated in paragraph (b) of this section incurred in connection with the issuance of the Bonds, shall be paid by the Owner from sources other than the proceeds of the Bonds in immediately available funds on the Closing Date. Estimated fees and expenses are shown in Appendix D attached hereto.
(b) The Underwriter shall pay: (i) the cost of all “blue sky” and legal
investment memoranda, (ii) all advertising expenses and (iii) all other expenses incurred by it
in connection with the purchase of the Bonds.
(c) In the event that either party shall have paid obligations of the other as set forth in this Section 12 adjustment or reimbursement shall be made at the Closing Date.
13. Notices. All notices provided for in this Purchase Agreement shall be
made in writing either (a) by actual delivery of the notice into the hands of the parties
entitled thereto, (b) by confirmed facsimile transmission, or (c) by sending the notice by air
courier or mailing by certified or registered mail, return receipt requested, of the notice in the United States mail to the address as stated below (or at such other address as may have been designated by written notice), of the party entitled thereto. The notice shall be deemed
SF2-23!!147.1@333S90.2 to 2533890.3 redlid} 12 4120&7-mB-w2m4
tobereceived(a)incaseofactualdeliveryonthedateofitsactualreceiptbytheparty
entitled thereto, (b) in case of delivery by facsimile, on the date receipt is confirmed, (c) in case of delivery by air courier on the date of delivery, and (d) in case of mailing, on the
third day after the date of deposit in the United States mail, postage prepaid.
All communications hereunder, except as herein otherwise spec~cally
provided, shall be in writing and mailed or delivered to the Issuer or the Owner at the
address set forth in the Indenture and to the Underwriter at the following address:
A.G. Edwards & Sons, Inc.
111 West Ocean Boulevard, Suite 1150 Long Beach, California 90802 Attention: Charles T. Forrest
thereof y . ~a&. ores 0 tU e). the Citv of Carlsbad ent r fu r nor the State of Ca lifomia or an #euartment. board or apent of anv of the foreaoina. including anv nerson executine this
E A
pch liabilitv. as such. is herebv exnresslv waived and released as a condition of and in
consideration for the execution of this timent,
&) Notwithstanti anv nrovision herein to the contrarv. extent with
resnect to the oblipations of the Owner under tiraaranh 9 hereof. from and after the
date of this Agreement. the liabilitv of the Owner shall be limited to the Owner’&
interest in the Proiect and the Issuer and the Underwriter shall look exclusivelv to the
Proiect. or to such other securitv as mav from time to time be given for navment of the
pblieations hereunder. and anv iudement rendered g ainst the Owner. or anv related . person under this Agreement shall be limited to the Protect a nd anv other securitv so
given for satisfaction thereof,
$# u. Construction. This Purchase Agreement shall be governed by, subject to and construed in accordance with the laws of, the State of California.
# 16. Severability. If any portion of this Purchase Agreement shall be held
invalid or inoperative, then so far as is reasonable and possible (a) the remainder of this
Purchase Agreement shall be considered valid and operative, and (b) effect shall be given to the intent manifested by the portion held invalid or inoperative.
17. Modification of Purchase Agreement. This Purchase Agreement may
not be modified or amended except by written agreement executed by all of the parties
hereto.
SF2-235147.1 (2533890.2 to 2333890.3 redlid) 13 41208.7-EREw25/94
18. Number or Gender of Words. Whenever the context so requires, any gender shall include all genders, and the singular shall include the plural, and conversely.
19. Other Instruments. The parties hereto covenant and agree that they will
execute such other and further instruments and documents as ate or may become necessary or convenient to effectuate and carry out his Purchase Agreement.
20. Captions. The captions used in this Purchase Agreement are for convenience only and shall not be construed in interpreting this Purchase Agreement.
21. Parties. This Purchase Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors, legal representatives, heirs and
assigns.
22. Time. Time shall be of the essence of this Purchase Agreement.
23. Entire Agreement. This Purchase Agreement contains the entire understanding between the parties and supersedes any prior understandings or written or oral agreements between them respecting the subject matter hereof.
SIQ-2SS147.1(2S33WO.2 to 2533890.3 dlincd) 14 4120&7-ERB-om5lw
. 24. Multinle Counternarts, This Purchase kreement mav be executed in
p number of identical countemarts. each of which shall be deemed to be an orieinal. but
pll of which constitute, collectivelv. one and the same aereement: but in making nroof of
) to Droduce or account for more than his rchase
gne such counterDart,
A.G. EDWARDS & SONS, INC.
By:
Name:
Title:
Accepted , 1994:
SEASCAPE APARTMENTS, INC.
By:
Name:
Vice President
By:
Name:
-
CARLSBAD HOUSING AND REDEVELOPMENT
COMMISSION
V. ig!k&s . .
SF2-2S3147.1(2S33S5’0.2 ta 2S33S90.3 rodlid) 15 4120@-7-ERJbW25lP4
APPENDIXA
MATTERSTOBECOVEREDIN
CERTIFICATE OF THE SURETY
The undersigned attorney-in-fact of Continental Casualty Company, a company
formed under this insurance laws of the State of Illinois (the “Surety”), in connection with
the issuance of the Carl&ad Housing and Redevelopment Commission MultXamily Housing Revenue Refunding Bonds, Series A of 1994 (Seascape Village Project) (the “Bonds”),
hereby certifies as follows:
(a) The Surety is an insurance company, duly orgamzed, validly existing and author&xi to transact insurance business under the laws of the State of Illinois and has the corporate power to issue and perform its obligations under Surety Bond No. issued by the Surety in connection with the issuance of the Bonds (the “Surety Bond”) and
Surety Bond No. being issued with respect to the Bonds (the “Liquidity Bond”).
(b) To the best of the undersigned’s knowledge, there is no action, suit,
proceeding, inquiry or investigation by or before any court, governmental agency, public
board or body pending or threatened against the Surety, which (i) affects or questions the validity or enforceability of the Surety Bond or the Liquidity Bond or (ii) questions the power or authority of the Surety to carry out and perform its obligations under the Surety Bond or the Liquidity Bond.
(c) The statements in the Prehminary Official Statement dated
1994 and the Official Statement dated the date hereof (the “official Statement”) under the ’
heading “THE SURHTY BOND”, “THE IJQUIDlTY SUREl’Y BOND”, and
“CONTINENTAL CASUALTY COMPANY”, “APPENDIX B - CHRTAIN lNFORMATION CONCERNING CONTINENT AL CASUALTY COMPANY” and “APPENDIX C -- FORMS OF SURETY BONDS” do not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Subsequent to the date of the financial information of the Surety incorporated as Appendix A to the OfYtcial Statement, there has been no material change in the business or financial condition of the Surety which in the undersigned’s reasonable judgment might
materially and adversely affect the Surety’s ability to perform its obligations under the Surety
Bond or the Liquidity Bond.
M’2-2S147.1(2333890.2 to 2333890.3 mdtiaui) A-l 412oa-7--BRBo(L/15l94
APPENDXXB
MATTERS TO BE COVERED IN
GENERAL CERTIFICATE OF OWNER
The undersigned officer of Seascape Apartments, Inc. (the “Owner”), being
duly authorized to execute this Certificate on behalf of the Owner, does hereby certify in
connection with the Carl&ad Housing and Redevelopment Commission Multifamily Housing Revenue Refunding Bonds, Series A of 1994 (Seascape Village Project) (the “Bonds”), as
follows:
1. The Owner is a corporation, duly organ&d and existing under the laws of the State of Illinois, duly qualified to conduct its business in the State of California and has power and authority to own its properties and carry on its business as now being conducted, and has full legal right, power and authority to execute, and deliver (i) the Loan Agreement dated as of September 1, 1994 (the “Agreement”) between the City of Azusa (the “Issuer”)
and the Owner, (ii) the First Deed of Trust dated as of September 1, 1994, (iii) the Second Deed of Trust dated as of September 1,1994, (iv) the Amended and Restated Regulatory
Agreement dated as of September 1, 1994, among the Issuer, First Trust of California,
National Association, as Trustee, and the Owner, (v) the Bond Purchase Agreement dated
1994, among A.G. Edwards 8z Sons, Inc. (the “Underwriter”), the Issuer and
the Owner, kd (vi) the Remarketing Agreement dated as of September 1, 1994, between the
Owner and the Underwriter, as Remarketing Agent.
fj 2. The Owner Dot uments have been properly executed with due
performance by the Owner and such documents have not been amended or rescinded and, to
the extent approved by the Issuer, are in substantially the form so approved on 1994, and all necessary approvals of governmental bodies required of the Owner with re&
to the issuance and sale of the Bonds have been received by the Owner.
# 2. The Owner Documents constitute legal, valid, and binding obligations of
the Owner, enforceable in accordance with their respective terms, except as the enforcement
thereof may be limited by any applicable bankruptcy, insolvency, moratorium, xeorganization or similar laws affecting the rights of creditors generally or by general principals of equity.
4. The Owner reafikns each of the representations and warranties relating to or made by the Owner contained in the Owner Documents and in certificates or other
instruments delivered pursuant thereto or in connection therewith.
g & The temm and performance of the Owner Documents are not in conflict with the Articles of Incorporation or Bylaws of the Owner or any agreement or other
instrument or restriction to which the Owner is a party or to which the Owner or its property is subject.
SP2-2S3147.1(2S33S90.2 to 2533890.3 -) B-l 4120&7-ERB.w23/94
6. The information in the official statement of the Issuer relating to the
Bonds (the “Official Statement”), does not contain any untrue statement of a material fact or omit to any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made relating to the information contained in the sections of the Official
Statement relating to the Surety and the Issuer or in Appendix B.
1. Since the date as of which information is given in the Official Statement, no event has occurred which would result in a material adverse change in the business,
properties, financial position or results of operations of the Owner and its subsidiaries taken
as a whole, whether or not arising from transactions in the ordinary course of business, or in
the Owner’s ability to perform its obligations under the Owner Documents or any default
under any agreement to which the Owner is a party, and since such date the Owner has not entered into any material transaction or incurred any material liability other than in the ordinary course of business.
@ 8. The Issuer through its agents and counsel has been provided a complete description of the facts and circumstances surrounding the request of the Owner for the issuance of the Bonds.
# 2. There is no action, suit, proceedmg, inquiry or investigation at law or in equity, before or by any court, public board or body, pending or to my knowledge threatened against the Owner affecting the existence of the Owner or seeking to prohibit, restrain, enjoin or in any way contesting or affecting the validity or enforceability of the Bonds, the
Indenture, the Owner Documents or any other documents relating to the Bonds to which the Owner is a party or contesting the powers of the Owner to perform its obligations
thereunder.
8 10. The Owner has by all necessary action secured any consents, approvals
or authorizations that are required for the performance of its obligations under the Owner
Documents and all other documents relating to the Bonds to which it is a party.
11. Attached hereto (i) as mbit A is a certified copy of the Articles of
Incorporation of the Owner and all amendments thereto (if any) as in effect on the date hereof, (ii) as &xhibit B is a true and correct copy of the Bylaws of Owner and all amendments thereto (if any) as in effect on the date hereof, (iii) as Jkhibit C is a Certificate of Ekistence from the Secretary of State of Illinois relating to the continued existence of Owner, (iv) as Exhibit D is a Certificate of Good Standing from the Secretary of State of Illinois as to the Owner, (v) as Exhibit E is a Certificate of the Secretary of State of the State of California as to the Owner’s good standing and qualification to do business in the State of
California, and (vi) as mbit F is a true and correct copy of the resolutions of the Board of Directors of Owner approving the captioned financing.
SP2-?&5147.1(2333890.2 to 2333890.3 did) B-2 412ou-7-ERB-w25/94
. INWITNESS WHEREOF, the undersigned has executed this Certificate this
, 1994.
pzAscAPE APARTMENTS, INC.
By:
Name: Title:
Bv pile; * SeC N
SE?-255147.1 (2S33MO.2 to 2333890.3 s-edhcd) B-3 412ob7-ERB-w25/94
APPENDIXC
MATTERSTOBECOVEREDIN
GENERAL CmTIFICATE OF ISSUER
The undersigned officers of the Carl&ad Housing and Redevelopment Commission (the “Issuer”) do hereby certify with respect to the Issuer’s Multifamily Housing Revenue Refunding Bonds, Series A of 1994 (Seascape Village Project) (the “Bonds”), as
follows:
1. The Issuer, a public body corporate and politic, was duly created and organized and is validly existing and in good standing pursuant to the laws of the State of California, and pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”) has full legal right, power and
authority to issue, sell and deliver the Bonds to A.G. Edwards & Sons, Inc. (the “Underwriter”) and to carry out and consummate all other transactions contemplated by the Indenture of Trust, dated as of September 1, 1994 (the “Indenture”) among the Issuer, and First Trust of California, National Association, as trustee (the “T~stee”), the Loan Agreement dated as of September 1, 1994 (the “Loan Agreement”) by and between the Issuer and the Owner, the Bond Purchase Agreement, dated 1994 (the “FW&ase Agreement”) among the Issuer, the Owner, and the Underwriter, Ld the Official Statement, dated 1994 (the “Official Statement”). Capitalized terms used in this certificate and not kherwise defined shall have the meanings assigned to them in the Indenture.
2. The following are currently members of the Issuer:
Said persons ate the duly appointed, qualified and acting incumbents of their respective offices, and the signatures of the officers appearing at the end of this Certificate are true and
correct specimens of their genuine signatures.
3. The and of the Issuer officially signed a Bond
issued pursuant to the Indenture in the principal amount of $ , numbered 1, dated
as of the date hereof, bearing interest on the principal amount thereof outstanding from time
to time payable at the times and at the rates as set forth therein and in the Indenture, and
maturing on the date specified therein and in the Indenture (subject to prior redemption as
SP2-2S3147.1(2333890.2 to 2333890.3 redlid) C-l 41206-7-m/94
provided in the Indenture). Such Bond bears the [manual/facsimile] signatures of the aforesaid officers of the Issuer, and the off&l seal of the Issuer is [impressed] thereon.
4. A resolution of the Issuer with respect to the Bonds, a true and correct copy of which is attached hereto as mbit A (the “Resolution”), was duly adopted at a
lawfully called meeting of the Issuer on # September 6@, 1994, at which a quorum was present and at which a majority thereof approved the Resolution; and the Resolution is still in full force and effect in the form in which it was originally adopted and has not been replaced or otherwise amended in any manner. Pursuant to and in accordance with the terms and provisions of such Resolution, the Bonds have been duly prepared and executed on behalf of the Issuer.
5. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending or to our knowledge threatened against the Issuer affecting the existence of the Issuer or the titles of its officers to their respective offices or seeking to prohibit, m&rain or enjoin the sale, issuance or delivery of the Bonds or the collection of moneys or collateral pledged or to be pledged to secure payment of the principal of and interest on the Bonds or the pledge thereof or the granting of security interests therein, or in any way contesting or affecting the validity or enforceability of the Bonds or the Indenture, the Loan Agreement, the Escrow Agreement (as defmed in the
Indenture) or the Purchase Agreement (collectively, the “Issuer Documents”), or any
transaction referred to in the Issuer Documents or the Official Statement, or contesting the
powers of the Issuer or any governmental authority for the issuance of the Bonds, the
execution and delivery of the Issuer Documents or the Ofkial Statement, nor is there any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of the Bonds, the Issuer Documents or the Official Statement.
6. The Issuer has by all necessary action secured any consents, approvals, authorizations or orders of any court or governmental agency or body that are required for
issuance, delivery or sale of the Bonds or the consummation of the other transactions effected
or contemplated in or by the Issuer Documents or the Official Statement.
7. The Issuer has duly author&d and approved, by all necessary action, the
execution, delivery, receipt and due performance of the Bonds, the Indenture, the Loan et, the Escrow Agreement, the Purchase Agreement and the Official Statement; such documents have been executed by authorized officers of the Issuer in substantially the form
approved by the Resolution, with such changes, insertions and omissions as permitted by the
Resolution; and the Bonds and the Issuer Documents constitute the valid and binding obligations of the Issuer enforceable in accordance with their terms. The obligations of the Issuer, and the enforueability thereof, with respect to the instruments described above, are subject to the provisions of the United States Bankruptcy Code and other applicable ba&upEy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect. Certain of the obligations, and the enforcement thereof, contained in the Bonds and the Issuer Documents are also subject to general equity principles which may limit the specific enforcement of
certain remedies. The Issuer has duly author&d and approved the consummation by the
SP2-2S3147.1(2S33WO.2 to 2S33S90.3 dined) c-2 4120s7-EREw25/94
Issuer of all of the transactions contemplated by the Issuer Documents and the Oflkial Statement.
8. The Issuer is not in breach of or default under any applicable law or
administrative regulation or any applicable judgment or decree or any agreement, resolution,
indenture, mortgage, lease, sublease or other instrument to which the Issuer is a party or is
otherwise subject, which breach or default would in any way adversely affect the Issuer’s activities contemplated by or the performance of its obligations under the Issuer Documents or the Official Statement or the issuance of the Bonds, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a breach or default; and the execution and delivery of the Bonds, the Issuer Documents and the Official Statement and compliance with the provisions thereof, will not conflict with or constitute a breach of or a default under any law, administrative regulation, judgment, decree, agreement, resolution, indenture, mortgage, lease or other instrument to which the
Issuer is a party or is otherwise subject or may be bound.
9. The representations and warranties of the Issuer contained in the Issuer Documents are true and correct in all material mspects on and as of the date hereof.
10. The Issuer has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the date hereof as contemplated by the Resolution, the Issuer Documents or the Official Statement.
11. The seal impressed hereon is the duly adopted, proper, correct, and only
seal of the Issuer.
12. To the best of the Issuer’s knowledge and belief, no obligation issued by it is currently in default except as described in Hxhibit B which is attached hereto and inwrpo~ted herein for all purposes.
13. The proceeds from the sale of the Bonds, together with other money available to the Issuer, if any, are to be used to refund all of the Issuer’s outstanding
Multifamily Housing Revenue Bonds Series 1985 B (Seascape Village Project), which were issued to provide financing for a rental housing development located in the City of Carlsbad,
ChlifONh.
14. None of (a) the authorization, execution, &livery, or acceptance by the Issuer of the Bonds, the Issuer Documents and the Official Statement and compliance by the Issuer with the terms thereof or consummation or performance of the transactions described therein, (b) the adoption by the Issuer of the Resolution, or (c) the creation by the Issuer with the Trustee of an irrevocable express trust and the rights given in trust by the Issuer to
the TN&X pursuant to the Indenture, violates, conflicts with, or constitutes a breach of or
default under or will violate, conflict with, or constitute a breach of or default under, any existing law, administrative regulation, judgment, decree, order, license, permit, note,
resolution, agreement, or other instrument to which the Issuer is party or by which it is
bound.
SF2-2.95147.1(2533890.2 to 2533190.3 rcdlbed) c-3 412oS-7.-I94
15. The information in the Official Statement under the caption “The Issuer”
as of its date and the Closing Date did not and does not contain any untrue statement of a
material facts or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were ma&, not misleading.
SF2-2S5147.1(2S33S90.2 to 2.X33890.3 redlid) C-4 412oS-7-ERB-w2sl94
APPENDIXD
S-U= OF ESTIMATED COSTS
[To Come]
SF%2S5147.1 (2533890.2 0 2533890.3 x-edkd) D-l 412oa7-ERB-w25/94