SPDC-2001-004RESOLUTION NO. 01-ALL. 6 PD
A RESOLUTION - authorizing the issuance of "SOUTHLAKE PARKS
DEVELOPMENT CORPORATION TAXABLE SALES TAX THIRD LIEN
REVENUE BONDS, SERIES 2001-A"; pledging certain "Pledged
Revenues" of the Corporation, including "Gross Sales Tax Revenues", to
the payment of the principal of and interest on said Bonds and enacting
other provisions incident and related to the issuance, payment, security
and delivery of said bonds, including the approval and execution of a
Paying Agent/Registrar Agreement and a Financing/Use Agreement with
the City, resolving other matters incident and related to the issuance and
sale of the Bonds; and providing an effective date.
WHEREAS, the Board of Directors of the Southlake Parks Development Corporation
the "Corporation") hereby finds and determines that bonds of the Corporation in the principal
amount of $1,500,000 should be issued at this time to finance a park project involving the
acquisition of land, buildings, equipment, facilities and improvements required or suitable for use
for professional and amateur (including children's) sports, athletic, entertainment, and public
park purposes and events, including stadiums and ball parks (Texas School of Baseball) (the
Project"); and
WHEREAS, in accordance with a "Notice of Public Hearing Relating to Southlake Parks
Development Corporation Project" duly published on , 2001, in the Fort
Worth Star -Telegram, a newspaper of general circulation in the City of Southlake, Texas, a
public hearing was duly held and conducted on the date hereof prior to the adoption of this
resolution by the Board of Directors on the Corporation's intention to undertake the Project; and
WHEREAS, the Board of Directors has further determined and hereby finds that the
Project to be financed by the issuance of the bonds is for and on behalf of the City of Southlake,
Texas, and the principal amount of such bonds and other obligations of the Corporation payable
in whole or in part from the "Gross Sales Tax Revenues" (hereinafter defined), together with the
amount of the costs of other projects (other than such bonds and other obligations) for which
payments to be made in cash directly from such "Gross Sales Tax Revenues" do not, in the
aggregate, exceed $135,000,000; and
WHEREAS, the Board of Directors further finds and determines that the bonds herein
authorized should be payable from a lien on and pledge of the Pledged Revenues (as defined
herein) junior and subordinate to the lien on and pledge of such Pledged Revenues securing the
payment of the Priority Bonds (hereinafter identified and defined) and such bonds are to be
delivered to the owner of the Project to be acquired in exchange for and upon the transfer of
ownership of the Project to the City; now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHLAKE PARKS
DEVELOPMENT CORPORATION:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. Bonds of the
Corporation shall be and are hereby authorized to be issued in the aggregate principal amount
of $1,500,000 to be designated and bear the title "SOUTHLAKE PARKS DEVELOPMENT
CORPORATION TAXABLE SALES TAX THIRD LIEN REVENUE BONDS, SERIES 2001",
hereinafter referred to as the "Bonds" to finance a park project involving the acquisition of land,
buildings, equipment, facilities and improvements required or suitable for use for professional
and amateur (including children's) sports, athletic, entertainment, and public park purposes and
events, including stadiums and ball parks (Texas School of Baseball), in conformity with the
Constitution and laws of the State of Texas, including Vernon's Ann. Civ. Stat., Section 4B of
Article 5190.6.
SECTION 2: Fully Registered Obliqations - Authorized Denominations - Stated
Maturities - Date. The Bonds shall be issued as fully registered obligations, without coupons,
shall be dated July 15, 2001 (the "Issue Date") and shall be in denominations of $5,000 or any
integral multiple thereof (within a Stated Maturity), shall be numbered consecutively from One
1) upward and shall become due and payable annually on August 15 in each of the years and
in principal amounts (the "Stated Maturities") and bear interest at per annum rates in
accordance with the following schedule:
The Bonds shall bear interest on the unpaid principal amounts from the date of their
delivery to the initial owner (which date shall be the registration date noted on the Initial Bond(s)
in the "Registration Certificate of Paying Agent/Registrar" to appear thereon) at the per annum
rate shown above in this Section (calculated on the basis of a 360 -day year of twelve 30 -day
months). Interest on the Bonds shall be payable on February 15 and August 15 in each year,
commencing February 15, 2002.
SECTION 3: Terms of Payment - Payinq Agent/Registrar. The principal of, and the
interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be
payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders")
appearing on the registration and transfer books maintained by the Paying Agent/Registrar and
the payment thereof shall be in any coin or currency of the United States of America, which at
the time of payment is legal tender for the payment of public and private debts, and shall be
without exchange or collection charges to the Holders.
The selection and appointment of The Chase Manhattan Bank, as Paying
Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to
the registration, payment, exchange and transfer of the Bonds (the "Security Register") shall at
all times be kept and maintained on behalf of the Corporation by the Paying Agent/Registrar, all
as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement", substantially in the form attached hereto as Exhibit A and such reasonable rules
and regulations as the Paying Agent/Registrar and the Corporation may prescribe. The
President and Secretary of the Board of Directors are hereby authorized to execute and deliver
such Agreement in connection with the delivery of the Bonds. The Corporation covenants to
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Principal Interest
Stated Maturity Amount Rates
2002 115,000 6.00%
2003 120,000 6.00%
2004 130,000 6.00%
2005 135,000 6.00%
2006 145,000 6.00%
2007 155,000 6.00%
2008 160,000 6.00%
2009 170,000 6.00%
2010 180,000 6.00%
2011 190,000 6.00%
The Bonds shall bear interest on the unpaid principal amounts from the date of their
delivery to the initial owner (which date shall be the registration date noted on the Initial Bond(s)
in the "Registration Certificate of Paying Agent/Registrar" to appear thereon) at the per annum
rate shown above in this Section (calculated on the basis of a 360 -day year of twelve 30 -day
months). Interest on the Bonds shall be payable on February 15 and August 15 in each year,
commencing February 15, 2002.
SECTION 3: Terms of Payment - Payinq Agent/Registrar. The principal of, and the
interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be
payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders")
appearing on the registration and transfer books maintained by the Paying Agent/Registrar and
the payment thereof shall be in any coin or currency of the United States of America, which at
the time of payment is legal tender for the payment of public and private debts, and shall be
without exchange or collection charges to the Holders.
The selection and appointment of The Chase Manhattan Bank, as Paying
Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to
the registration, payment, exchange and transfer of the Bonds (the "Security Register") shall at
all times be kept and maintained on behalf of the Corporation by the Paying Agent/Registrar, all
as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement", substantially in the form attached hereto as Exhibit A and such reasonable rules
and regulations as the Paying Agent/Registrar and the Corporation may prescribe. The
President and Secretary of the Board of Directors are hereby authorized to execute and deliver
such Agreement in connection with the delivery of the Bonds. The Corporation covenants to
45059652.1 2
0
maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid in full and
discharged. Any successor Paying Agent/Registrar shall be a bank, trust company, financial
institution or other entity qualified and authorized to serve in such capacity and perform the
duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar
for the Bonds, the Corporation agrees to promptly cause a written notice to be sent to the
Holder affected by United States Mail, first class postage prepaid, which notice shall identify and
give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon their earlier redemption, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its principal offices in Dallas, Texas (the "Designated
Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose name
appear in the Security Register at the close of business on the Record Date (the last business
day of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address
of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for
the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the city where the Designated Payment/Transfer
Office of the Paying Agent/Registrar is located is authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was
due.
In the event of a non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
for such maturity or maturities (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from
the Corporation. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each Holder of such maturity or maturities appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 4: Redemption. fa) Optional Redemption. The Bonds shall be subject to
redemption prior to maturity, at the option of the Corporation, in whole or in part in principal
amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the
Paying Agent/ Registrar), on any date at the redemption price of par plus accrued interest to the
date of redemption.
b) Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the Corporation shall notify the Paying Agent/Registrar of its decision
to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be
redeemed, and the date set for the redemption thereof. The decision of the Corporation to
exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the
Corporation.
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c) Selection of Bonds for Redemption. If less than all Outstanding Bonds are to be
redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as
representing the number of Bonds Outstanding which is obtained by dividing the principal
amount of such Bond by $5,000 and shall select the Bonds, or principal amount thereof, to be
redeemed by lot.
d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the Corporation and at the Corporation's expense, to each Holder of a
Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security
Register at the close of business on the business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)
identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/ Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given or waived as herein provided, such Bond
or the principal amount thereof to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from- and after the redemption date therefor, provided moneys
sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at
the then applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of
this Resolution. Any Bond may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond
to the Designated Payment/Transfer Office of the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of a Bond at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, one or more new certificates evidencing the Bonds, in authorized
denominations, of like Stated Maturity and of a like aggregate principal amount as the Bond or
Bonds surrender for transfer shall be registered and issued to the assignee or transferee of the
previous Holders.
At the option of the Holder,. Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of
like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the
Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying
45059652.1 4
Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying
Agent/Registrar shall register and deliver new printed certificates evidencing the Bonds,
executed on behalf of, and furnished by, the Corporation, to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States
Mail, first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be
valid obligations of the Corporation, evidencing the same obligation to pay, and entitled to the
same benefits under this Resolution, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 24 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
SECTION 6: Execution - Registration. The Bonds shall be executed on behalf of the
Corporation by the President of the Board of Directors under its seal reproduced or impressed
thereon and attested by the Secretary of the Board of Directors of the Corporation. The
signature of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual
or facsimile signatures of individuals who are or were the proper officers of the Corporation on
the Issue Date shall be deemed to be duly executed on behalf of the Corporation,
notwithstanding that such individuals or either of them shall cease to hold such offices at the
time of delivery of the Bonds to the initial owners and with respect to Bonds delivered in
subsequent exchanges and transfers.
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8C, manually executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 8D, manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
Notwithstanding the above and foregoing paragraph, the Initial Bond(s) authorized for
delivery to the initial owners in Section 7 hereof shall have printed thereon both Certificates of
Registration appearing in Sections 8C and 8D hereof, and both such certifications shall be
required to be manually executed in connection with the initial delivery of the Initial Bond(s) to
the initial owners and both such certificates appearing on each of the Initial Bond(s), duly
45059652.1 5
signed, sl}all be, conclusive evidence that such Initial Bond(s) have been duly certified,
registered and delivered. '
SECTION 7: Initial Bond(s). The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the total principal amount noted in Section 1 with
principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from
T-1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s)
shall be registered in the name of the initial owner(s) or the designee thereof. The Initial
Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas
for approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial owner(s). Any time after the delivery of the Initial
Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial owner(s), or
the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing
applicable interest rates for transfer and delivery to the Holders named at the addresses
identified therefor; all pursuant to and in accordance with such written instructions from the initial
owner(s), or the designee thereof, and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas (to be printed on the Initial Bond(s)
only), the Certificate of Registration, and the form of Assignment to be printed on each of the
Bonds, shall be substantially in the forms set forth in this Section with such appropriate
insertions, omissions, substitutions, and other variations as are permitted or required by this
Resolution and may have such letters, numbers, or other marks of identification (including
identifying numbers and letters of the Committee on Uniform Securities Identification
Procedures of the American Bankers Association) and such legends and endorsements
including insurance legends on insured Bonds and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the Board of Directors of the
Corporation or determined by the officers executing such Bonds as evidenced by the execution
thereof. Any portion of the text of any Bonds may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Bond.
The Bonds, including the Initial Bond(s), shall be typewritten, printed, lithographed, or
engraved or produced in any other similar manner, all as determined by the officers executing
such Bonds as evidenced by their execution thereof.
45059652.1 . 6
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in whole or in part, from the
Pledged Revenues" and (i) equally and ratably secured by a parity lien on and pledge of such
Pledged Revenues" securing the payment of the Priority Bonds currently outstanding or (ii)
equally and ratably secured by the parity lien on and pledge of the "Pledged Revenues"
securing the payment of the Bonds.
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the payment of the Bonds; the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations; the terms and
conditions relating to the payment, transfer or exchange of this Bond; the conditions upon which
the Resolution may be amended or supplemented with or without the consent of the Holders;
the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms
and provisions upon which the encumbrances, pledges, charges and covenants made therein
may be discharged; and for the other terms and provisions contained therein. Capitalized terms
used herein have the same meanings assigned in the Resolution.
This Bond, subject to certain. limitations contained in the Resolution, may be transferred
on the Security Register only upon its . presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date
as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in
whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the
Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to
the contrary. In the event of non-payment of interest on a scheduled payment date and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the Corporation. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legally existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act; that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid special obligations of the Corporation have been
properly done, have happened and have been performed in regular and due time, form and
45059652.1 9
manner as required by law; and that due provision has been made for the payment of the
principal of and interest on the Bonds from the sources and in the manner provided in the
Resolution. In case any provision in this Bond or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Resolution shall be construed in accordance with and shall be governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed under the official seal of the Corporation as of the Issue Date.
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary, Board of Directors
SEAL)
45059652.1 10
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear
on Initial Bonds only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attomey General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
SEAL)
NOTE TO PRINTER: Do not print on definitive bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on definitive Bonds.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within -mentioned Resolution and duly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in Dallas, Texas, is the
Designated Payment/Transfer Office" for this Bond.
Registration date:
THE CHASE MANHATTAN BANK
as Paying Agent/Registrar
By
Authorized Signature
45059652.1 11
E. .Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
Print or typewrite name, address, and zip code of transferee:)
Social Security or other identifying number ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this
assignment must correspond with the
Signature guaranteed: name of the registered owner as it
appears on the face of the within Bond in
every particular.
F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section,
except that the form of a single fully registered Initial Bond shall be modified as follows:
i) immediately under the name of the bond the headings "Interest Rate " and "Stated
Maturity " shall both be omitted;"
ii) Paragraph one shall read as follows:
The Southlake Parks Development Corporation (hereinafter referred to as the
Corporation"), a non-profit industrial development corporation organized and existing under the
laws of the State of Texas, including Section 4B of Article 5190.6, Tex. Rev. Civ. St. Ann., as
amended, (the "Act"), with its principal office located in Tarrant County, Texas, for value
received, hereby promises to pay to the order of the Registered Owner named above, or the
registered assigns thereof, solely from the revenues and sources pledged under the Resolution
identified below, the Principal Amount hereinabove stated on August 15 in each of the years
and in principal amounts and bearing interest at the per annum rate in accordance with the
following schedule:
PRINCIPAL INTEREST
YEAR _ INSTALLMENTS RATE
Information to be inserted from schedule in Section 2 hereof).
or so much thereof as shall not have been paid upon prior redemption) and to pay interest
computed on the basis of a 360 -day year of twelve 30 -day months) on the unpaid Principal
Amount hereof from the date of delivery to the initial owners at the per annum rate of interest
specified above; such interest being payable on February 15 and August 15 of each year,
commencing February 15, 2002. Principal installments of this Bond are payable at its Stated
Maturity or on a prepayment date to the registered owner hereof by The Chase Manhattan
45059652.1 12
Bank, Houston, Texas (the "Paying Agent/Registrar'), upon its presentation and surrender, at its
principal offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest is
payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in
the resolution hereinafter referenced) whose name appears on the "Security Register'
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last business day of the month next preceding each interest payment date and interest
shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the registered owner. All payments of principal of, premium, if any, and interest on
this Bond shall be without exchange or collection charges to the owner hereof and in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
SECTION 9: Definitions. For all purposes of this Resolution and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided:
Act" - The Development Corporation Act of 1979, Vernon's Ann. Civ. St.,
Art. 5190.6, as amended at any time.
Additional Obligations" - Bonds, notes or other evidences of
indebtedness which the Corporation reserves the right to issue or enter into, as
the case may be, in the future in accordance with the terms and conditions
provided in Section 16 hereof and which, together with the Bonds, are equally
and ratably secured by a parity pledge of and claim on the Pledged Revenues
under the terms of this Resolution and a Supplemental Resolution.
Average Annual Debt Service" - That amount which, at the time of
computation, is derived by dividing the total amount of Debt Service to be paid
over a period of years as the same is scheduled to become due and payable by
the number of years taken into account in determining the total Debt Service.
Capitalized interest payments provided from proceeds or borrowings of the
Corporation shall be excluded in making the aforementioned computation.
Board" - The Board of Directors of the Corporation.
Bonds" - The "Southlake Parks Development Corporation Taxable Sales
Tax Third Lien Revenue Bonds, Series 2001-A', dated July 15, 2001, authorized
by this Resolution. _
City" - The City of Southlake, Texas.
Corporation" - The Southlake Parks Development Corporation, a
non-profit industrial development corporation organized and existing under and
pursuant to the laws of the State of Texas, including Section 4B of the Act, with
its principal place of business in Tarrant County, Texas.
Debt Service" - As of any particular date of computation, with respect to
any obligations and with respect to any period, the aggregate of the amounts to
be paid or set aside by the Corporation as of such date or in such period for the
45059652.1 13
payment of the principal of, premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case of obligations without a
fixed numerical rate, that such obligations bear, or would have borne, interest at
the maximum legal per annum rate applicable to such obligations, and further
assuming in the case of obligations required to be redeemed or prepaid as to
principal prior to maturity, the principal amounts thereof will be redeemed prior to
maturity in accordance with the mandatory redemption provisions applicable
thereto.
Depository" - A commercial bank or other qualified financial institution
eligible and qualified to serve as the custodian of the Corporation's monetary
accounts and funds.
Fiscal Year'- The twelve month financial accounting period used by the
Corporation ending September 30 in each year, or such other twelve consecutive
month period established by the Corporation.
Government Obligations" - (i) direct noncallable obligations of the United
States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States, including
obligations unconditionally guaranteed or insured by the agency or
instrumentality and on the date of their acquisition or purchase by the
Corporation are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent and (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and on the date of their
acquisition or purchase by the Corporation, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent.
Gross Sales Tax Revenues" - All of the Sales Tax revenues or receipts
due or owing to, or collected or received by or on behalf of the Corporation by the
City or otherwise pursuant to Section Q of the Act and the election held
November 2, 1993, less any amounts due and owed to the Comptroller of Public
Accounts of the State of Texas as charges for the collection of the Sales Tax or
retention by said Comptroller for refunds and to redeem dishonored checks and
drafts, to the extent such charges and retention are authorized or required by
law.
Outstanding" - When used in this Resolution with respect to Bonds or
Parity Obligations, as the case may be, means, as of the date of determination,
all Bonds and Parity Obligations theretofore sold, issued and delivered by the
Corporation, except:
1) those Bonds or Parity Obligations canceled or delivered to the
transfer agent or registrar for cancellation in connection with the exchange or
transfer of such obligations;
2) those Bonds or Parity Obligations paid or deemed to be paid in
accordance with the provisions of Section 22 hereof or similar provisions of any
Supplemental Resolution authorizing the issuance of Additional Obligations.
45059652.1 14
3) those Bonds or Parity Obligations that have been mutilated,
destroyed, lost, or stolen and replacement obligations have been registered and
delivered in lieu thereof.
Parity Obligations" - Collectively, the Bonds and Additional Obligations.
Pledged Revenues" - Collectively (i) Gross Sales Tax Revenues from
time to time deposited or owing to the Pledged Revenue Fund and (ii) such other
money, income, revenue, receipts or other property as may be specifically
dedicated, pledged or otherwise encumbered in a Supplemental Resolution for
the payment and security of Parity Obligations.
Priority Bonds" — Collectively, (a) the outstanding and unpaid (1)
Southlake Parks Development Corporation Refunding and Improvement Sales
Tax Revenue Bonds, Series 1997", dated February 15, 1997, and (2) "Southlake
Parks Development Corporation Sales Tax Revenue Bonds, Series 1999", dated
April 1, 1999, originally issued in the principal amount of $4,655,000 and
obligations issued on a parity therewith and (b) the outstanding and unpaid (1)
Southlake Parks Development Corporation Sales Tax Subordinate Lien
Revenue Bonds, Series 2000", dated March 1, 2000, originally issued in the
principal amount of $4,180,000 and (2) "Southlake Parks Development
Corporation Sales Tax Subordinate Lien Revenue Bonds, Series 2001", dated
May 15, 2001, originally issued in the principal amount of $4,690,000, and
obligations issued on a parity therewith.
Sales Tax" - The local sales and use tax authorized under Section 4B of
the Act, approved at an election held on November 2, 1993, and the effective
date for the imposition and application of such Sales Tax within the corporate
limits of the City by the Comptroller of Public Accounts of the State of Texas
being April 1, 1994, together with any increases in the rate of such Sales Tax
authorized and provided by law.
Supplemental Resolution" - Any resolution of the Board supplementing
this Resolution for the purpose of authorizing and providing the terms and
provisions of the Bonds or Additional Obligations, or supplementing or amending
this Resolution for any other authorized purpose permitted in Section 16 or 23
hereof, including resolutions authorizing the issuance of Additional Obligations or
pledging and encumbering income, revenues, receipts or property other than the
Gross Sales Tax Revenues to the payment and security of the Parity Obligations.
SECTION 10: Pledge. The Corporation hereby covenants and agrees that, subject only
to the prior claim on and pledge of the Pledged Revenues to the payment and security of the
Priority Bonds (including the establishment and maintenance of the respective special funds
created for the payment and security of such bonds) under the terms and provisions of the
resolutions and proceedings pertaining to their authorization, the Pledged Revenues, with the
exception of those in excess of the amounts required for the payment and security of the Parity
Obligations, are hereby irrevocably- pledged to the payment and security of the Bonds and
Additional Obligations, if issued, including the establishment and maintenance of the special
funds created and established in this Resolution and any Supplemental Resolution, all as
hereinafter provided. The Corporation hereby resolves the Parity Obligations shall constitute a
lien on the Pledged Revenues in accordance with the terms of this Resolution and any
45059652.1 15
Supplemental Resolution, which lien shall be valid and binding without any further action by the
Corporation and without any filing or recording with respect thereto except in the records of the
Corporation.
SECTION 11: Pledged Revenue Fund. In accordance with the provisions of the
resolutions authorizing the issuance of the Priority Bonds and while the Bonds are Outstanding,
the Corporation hereby agrees and covenants to maintain a fund or account at a Depository for
the deposit of the Pledged Revenues as received by the Corporation, which fund or account
shall be known on the books and records of the Corporation as the "Pledged Revenue Fund".
All Pledged Revenues deposited to the credit of such Fund shall be accounted for separate and
apart from all other revenues, receipts and income of the Corporation and, with respect to the
Gross Sales Tax Revenues, the Corporation shall further account for such funds separate and
apart from the other Pledged Revenues deposited to the credit of the Pledged Revenue Fund.
All Pledged Revenues deposited to the credit of the Pledged Revenue Fund shall be
appropriated and expended to the extent required by this Resolution and any Supplemental
Resolution for the following uses and in the order of priority shown:
First: To the payment of the amounts required to be deposited in the
special funds and accounts maintained for the payment and security of the
Priority Bonds;
Second To the payment of the amounts required to be deposited in the
Bond Fund for the payment of Debt Service on the Parity Obligations as the
same becomes due and payable;
Third: To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Parity Obligations; and
Fourth: To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a lien on
the Pledged Revenues subordinate to the lien created herein on behalf of the
Parity Obligations.
Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may
be appropriated and used for any other lawful purpose now or hereafter permitted by law.
SECTION 12: Bond Fund. For the purpose of providing funds to pay the principal of and
interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate and
special account or fund on the books and records of the Corporation known as the "Southlake
Parks Development Corporation Third Lien Debt Service Account' (the 'Bond Fund"), and all
monies deposited to the credit of such Fund shall be held in a special banking fund or account
maintained at a Depository of the Corporation. The Corporation covenants that, after paying or
making provision for all priority payments for the Priority Bonds, there shall be deposited into
the Bond Fund prior to each principal and interest payment date from the Pledged Revenues an
amount equal to one hundred per centum (100%) of the interest on and the principal of the
Bonds then falling due and payable, and such deposits to pay principal and accrued interest on
the Bonds shall be made in substantially equal monthly installments on or before the 10th day of
45059652.1 16
each month, beginning on or before the 10th day of the month next following the delivery of the
Bonds to the initial owners.
The required deposits to the Bond Fund for the payment of principal of and interest on
the Bonds shall continue to be made as hereinabove provided until (i) the total amount on
deposit in the Bond Fund is equal to the amount required to fully pay and discharge all Parity
Obligations (principal and interest) then Outstanding or (ii) the Bonds are no longer Outstanding.
SECTION 13: Deficiencies. If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund, such deficiency shall be cured as
soon as possible from the next available Pledged Revenues, or from any other sources
available for such purpose.
SECTION 14: Payment of Bonds. While any of the Bonds are Outstanding, the
Treasurer of the Corporation (or other designated financial officer of the Corporation) shall
cause to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund,
amounts sufficient to fully pay and discharge promptly as each installment of interest and
principal of the Bonds accrues or matures; such transfer of funds to be made in such manner as
will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Bonds at the close of the business day next preceding the date of payment for the Bonds.
SECTION 15: Investments - Security of Funds. (a) Money in any Fund required to be
maintained pursuant to this Resolution may, at the option of the Corporation, be invested in
obligations and in the manner prescribed by the Public Funds Investment Act (V.T.C.A.,
Government Code, Chapter 2256), including investments held in book -entry form; provided that
all such deposits and investments shall be made in such a manner that the money required to
be expended from any Fund will be available at the proper time or times. Such investments
shall be valued in terms of current market value within 45 days of the close of each Fiscal Year.
All interest and income derived from deposits and investments in the Bond Fund immediately
shall be credited to, and any losses debited to, the appropriate account of the Bond Fund. All
such investments shall be sold promptly when necessary to prevent any default in connection
with the Parity Obligations.
b) Money deposited to the credit of the Pledged Revenue Fund and Bond Fund, to
the extent not invested and not otherwise insured by the Federal Deposit Insurance Corporation
or similar agency, shall be secured by a pledge of direct obligations of the United States of
America, or obligations unconditionally guaranteed by the United States of America.
SECTION 16: Issuance of Additional Parity Obligations. Subject to the provisions
hereinafter appearing as to conditions precedent which must be satisfied, the Corporation
reserves the right to issue, from time to time as needed, Additional Obligations for any lawful
purpose. Such Additional Obligations may be issued in such form and manner as the
Corporation shall determine, provided, however, prior to issuing or incurring such Additional
Obligations, the following conditions precedent for the authorization and issuance of the same
are satisfied, to wit:
1) The Treasurer of the Corporation (or other officer of the
Corporation then having the primary responsibility for the financial affairs of the
Corporation) shall have executed a certificate stating that, to the best of his or
her knowledge and belief, the Corporation is not then in default as to any
45059652.1 17
covenant, obligation or agreement contained in the Resolution or a Supplemental
Resolution.
2) The Corporation has secured from a certified public accountant a
certificate or opinion to the effect that, according to the books and records of the
Corporation, the Gross Sales Tax Revenues received by the Corporation for
either (i) the last completed Fiscal Year next preceding the adoption of the
Supplemental Resolution authorizing the issuance of the proposed Additional
Obligations or (ii) any twelve (12) consecutive months out of the previous
eighteen (18) months next preceding the adoption of the Supplemental
Resolution authorizing the Additional Obligations were equal to not less than 1.00
times the maximum annual Debt Service for all Priority Bonds and Parity
Obligations then Outstanding and after giving effect to the issuance of the
Additional Obligations then being issued. Additionally, for the purpose of
providing this certificate or opinion, if the Corporation shall not have received
Gross Sales Tax Revenues for a full 12 month period, one-half of the amount of
sales tax revenues actually received by the City under Chapter 321, TEX.TAX
CODE, may be used for the months during which the Corporation did not receive
Gross Sales Tax Revenues.
SECTION 17: Refundinq Bonds. The Corporation reserves the right to issue refunding
bonds to refund all or any part of the Parity Obligations (pursuant to any law then available)
upon such terms and conditions as the Board may deem to be in the best interest of the
Corporation, and if less than all such Parity Obligations then Outstanding are refunded, the
conditions precedent prescribed (for the issuance of Additional Obligations) set forth in
Section 16 hereof shall be satisfied, and shall give effect to the refunding.
SECTION 18: E iqht to Issue Additional Priority Bonds - Right to Create Subordinate
Debt. The Corporation expressly reserves the right to issue Priority Bonds without any
limitation or having to comply with any terms, conditions or restrictions contained in this
Resolution, but subject to any terms, conditions or restrictions applicable thereto under law or
otherwise. Furthermore, except as may be limited by a Supplemental Resolution, the
Corporation hereby expressly retains the right to issue or create obligations payable from and
secured by a lien on all or any part of the Pledged Revenues for any lawful purpose without
complying with the provisions of Section 16 or 17 hereof, provided the pledge and the lien
securing the payment of such obligations is junior and subordinate to the lien and pledge
securing the payment of the Parity Obligations.
SECTION 19: Confirmation and Levy of Sales Tax. (a) The Board hereby represents
the City has duly complied -with the provisions of the Act for the levy of the Sales Tax at the rate
voted at the election held by and within the City on November 2, 1993, and such Sales Tax is
being imposed within the corporate limits of the City and the receipts of such Sales Tax are
being remitted to the City by the Comptroller of Public Accounts on a monthly basis.
b) While any Bonds are Outstanding, the Corporation covenants, agrees and
warrants to take and pursue all action permissible to cause the Sales Tax, at said rate or at a
higher rate if legally permitted, to be levied and collected continuously, in the manner and to the
maximum extent permitted by law, and to cause no reduction, abatement or exemption in the
Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of this
Section to be ordered or permitted while any Bonds shall remain Outstanding.
45059652.1 18
c) If hereafter authorized by law to apply, impose and levy the Sales Tax on any
taxable items or transactions that are not subject to the Sales Tax on the date of the adoption
hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts to cause
the City to take such action as may be required to subject such taxable items or transactions to
the Sales Tax.
d) The Corporation agrees to take and pursue all action legally permissible to cause
the Sales Tax to be collected and remitted and deposited as herein required and as required by
Section 413 of the Act, at the earliest and most frequent times permitted by law.
e) The Corporation agrees to use its best efforts to cause the City to comply with
Section 413 of the Act and shall cause the Gross Sales Tax Revenues to be deposited to the
credit of the Pledged Revenue Fund in their entirety immediately upon receipt by the City. In
the alternative and if legally authorized, the Corporation shall, by appropriate notice, direction,
request or other legal method, use its good faith efforts to cause the Comptroller of Public
Accounts of the State of Texas (the "Comptroller") to pay all Gross Sales Tax Revenues directly
to the Corporation for deposit to the Pledged Revenue Fund.
SECTION 20: Records and Accounts. The Corporation hereby covenants and agrees
that while any of the Bonds are Outstanding, it will keep and maintain complete records and
accounts in accordance with generally accepted accounting principles, and following the close
of each Fiscal Year, it will cause an audit of such books and accounts to be made by an
independent firm of certified public accountants. Each such audit, in addition to whatever other
matters may be thought proper by the accountant, shall particularly include the following:
1) A statement .inin reasonable detail regarding the receipt and
disbursement of the Pledged Revenues for such Fiscal Year; and
2) A balance sheet for the Corporation as of the end of such Fiscal
Year.
Such annual audit of the records and accounts of the Corporation shall be in the form of
a report and be accompanied by an opinion of the accountant to the effect that such
examination was made in accordance with generally accepted auditing standards and contain a
statement to the effect that in the course of making the examination necessary for the report
and opinion, the accountant obtained no knowledge of any default of the Corporation on the
Bonds or in the fulfillment of any of the terms, covenants or provisions of this Resolution, or
under any other evidence of indebtedness, or of any event which, with notice or lapse of time, or
both, would constitute a failure of the Corporation to comply with the provisions of this
Resolution or if, in the opinion of the accountants, any such failure to comply with a covenant or
agreement hereof, a statement as to the nature and status thereof shall be included.
Copies of each annual audit report shall be furnished upon written request, to any
Holders of any of said Bonds. The audits herein required shall be made within 120 days
following the close of each Fiscal Year insofar as is possible.
45059652.1 19
The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation during regular
business hours.
SECTION 21: Representations as to Security for the Bonds. (a) The Corporation
represents' and warrants that, except for the Priority Bonds and the Parity Obligations, the
Pledged Revenues are and will be and remain free and clear of any pledge, lien, charge or
encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien
created in or authorized by this Resolution except as expressly provided herein.
b) The Bonds and the provisions of this Resolution are and will be the valid and
legally enforceable obligations of the Corporation in accordance with their terms and the terms
of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any laws
affecting creditors rights generally.
c) The Corporation shall at all times, to the extent permitted by law, defend,
preserve and protect the pledge of the Pledged Revenues and all the rights of the Holders
against all claims and demands of all persons whomsoever.
d) The Corporation will take, and use its best efforts to cause the City to take, all
steps reasonably necessary and appropriate to collect all delinquencies in the collection of the
Sales Tax to the fullest extent permitted by the Act.
e) The provisions, covenants, pledge and lien on and against the Pledged
Revenues, as herein set forth, are established and shall be for the equal benefit, protection and
security of the owners and holders of Parity Obligations without distinction as to priority and
rights under this Resolution.
f) The Parity Obligations shall constitute special obligations of the Corporation,
payable solely from, and equally and ratably secured by a parity pledge of and lien on, the
Pledged Revenues, and not from any other revenues, properties or income of the Corporation;
such pledge of and lien on the Pledged Revenues being junior and subordinate to the pledge of
and lien on the Pledged Revenues securing the payment of the Priority Bonds. The Bonds may
not be paid in whole or in part from any property taxes raised or to be raised by the City and
shall not constitute debts or obligations of the State or of the City, and the Holders, shall never
have the right to demand payment out of any funds raised or to be raised by any system of ad
valorem taxation.
SECTION 22: Satisfaction of Obligation of Corporation. If the Corporation shall pay or
cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if
any, and interest on the Bonds, at the times and in the manner stipulated in this Resolution,
then the pledge of the Pledged Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) shall be deemed to have been paid within the meaning
and with the effect expressed above in this Section when (i) money sufficient to pay in full such
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (ii) Government Obligations shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting firm to mature as to principal and
45059652.1 20
interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money, together with any moneys deposited therewith, if any, to pay when due the
Bonds on the Stated Maturities thereof or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor accepted to the Paying Agent/Registrar have been
made) the redemption date thereof. The Corporation covenants that no deposit of moneys or
Government Obligations will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted
pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the Corporation or deposited as directed by the
Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment of
the principal of and interest on the Bonds and remaining unclaimed for a period of three (3)
years after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of the Corporation, be remitted to
the Corporation against a written receipt therefor. Notwithstanding the above and foregoing,
any remittance of funds from the Paying Agent/Registrar to the Corporation shall be subject to
any applicable unclaimed property laws of the State of Texas.
SECTION 23: Resolution a Contract - Amendments. This Resolution shall constitute a
contract with the Holders from time to time, be binding on the Corporation, and shall not be
amended or repealed by the Corporation while any Bond remains Outstanding except as
permitted in this Section. The Corporation, may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Resolution in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the Corporation may, with the written consent from the
owners holding a majority in aggregate principal amount of the Parity Obligations then
Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Resolution;
provided that, without the written consent of all Holders of Outstanding Bonds effected, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof,
the redemption price therefor, or the rate of interest thereon, or in any other way modify the
terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any
preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of
Bonds or Parity Obligations, as the case may be, required to be held for consent to any such
amendment, addition, or rescission.
SECTION 24: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall
be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity
45059652.1 . 21
and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
SECTION 25: Notices to Holders - Waiver. Wherever this Resolution provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 26: Cancellation. All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the Corporation.
SECTION 27: Delivery of Bonds in Exchange for Title to Land and Facilities. The
Bonds are to be issued to David L. Thorne and Beverly A. Thorne (the "Owners") in exchange
for and delivery of a deed conveying unto the City fee simple title to that certain tract of land
more particularly described as Lot 4R, Block 1, Greenlee Business Park Addition (900 South
Kimball Avenue) and being approximately 12.6 acres, as shown on the plat recorded in
Cabinet A, Slide 1930.
SECTION 28: Approval and Execution of Financing/Use Agreement with the City. The
Financing/Use Agreement" (the "Agreement") by and between the Corporation and the City,
attached hereto as Exhibit B and incorporated herein by reference as a part of this Resolution
for all purposes, is hereby approved as to form and content, and such Agreement in
substantially the form and substance attached hereto, together with such changes or revisions
as may be necessary to accomplish the financing or benefit the Corporation, is hereby
authorized to be executed by the President and Secretary of the Board of Directors of the
Corporation and as the act and deed of this Board; and such Agreement as executed by said
officials shall be deemed approved by the Board and constitute the Agreement herein approved.
45059652.1 22
SECTION 29: Legal Opinion. The obligation of the Owners to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion is hereby authorized to be printed on the definitive Bonds.
SECTION 30: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the Corporation nor attorneys approving said Bonds as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 31: Control and Custody of Bonds. The President of the Board shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, and shall take and have charge and
control of the Initial Bond(s) pending the approval thereof by the Attorney General, the
registration thereof by the Comptroller of Public Accounts and the delivery thereof to the
Owners.
Furthermore, the President, Vice President or Secretary of the Board of Directors or the
Treasurer of the Corporation, any one or more of said officials, are hereby authorized and
directed to furnish and execute such documents and certifications relating to the Corporation
and the issuance of the Bonds, as may be necessary for the approval of the Attorney General,
registration by the Comptroller of Public Accounts and delivery of the Bonds to the initial owners
and, together with the Corporation's financial advisor, general counsel, bond counsel and the
Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s)
to the Owners and the initial exchange thereof for definitive Bonds.
SECTION 32: Benefits of Resolution. Nothing in this Resolution, expressed or implied,
is intended or shall be construed to confer upon any person other than the Corporation, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
SECTION 33: Inconsistent Provisions. All orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of this Resolution shall be and remain controlling as to
the matters contained herein.
SECTION 34: Governing Law. This Resolution shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 35: Severability. If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
declares that this Resolution would have been enacted without such invalid provision.
SECTION 36: Construction of Terms. If appropriate in the context of this Resolution,
words of the singular number shall be considered to include the plural, words of the plural
45059652.1 23
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender 'shall be considered to include the other genders.
SECTION 37: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as
amended.
SECTION 38: Effective Date. This Resolution shall be in force and effect from and
after its passage on the date shown below.
PASSED AND ADOPTED, this July 17, 2001.
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
11• -t--
nt, bo of DirectorsPreside &&
EST:
Secretary, Bo of Directors
Corporation Seal)
45059652.1 24
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of July 17, 2001 (this "Agreement"), by and between
the Southlake Parks Development Corporation (the "Issuer"), and The Chase Manhattan Bank,
a New York banking corporation organized and existing under the laws of the State of New York
and authorized to do business in the State of Texas (the "Bank"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
Southlake Parks Development Corporation Taxable Sales Tax Third Lien Revenue Bonds,
Series 2001-A" (the "Securities") in the aggregate principal amount of $1,500,000, which
Securities are scheduled to be delivered to the initial purchasers on or about September 4,
2001; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by thd regiMered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power an -d authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer
hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02. Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto for the first year of this Agreement and thereafter the fees and
amounts set forth in the Bank's current fee schedule then in effect for services as Paying
Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the
following Fiscal Year.
45059872.1
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the
Security.
Bank Office" means the designated office of the Bank as indicated in
Section 3.01 hereof. The Bank will notify the Issuer in writing of any change in
location of the Bank Office.
Bond Resolution" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued,
certified by the Secretary or any other officer of the Issuer and delivered to the
Bank.
Fiscal Year" means the fiscal year of the Issuer, ending September 30th.
Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
Issuer Request" and "Issuer Order" means a written request or order
signed in the name of the Issuer by the President, Vice President or Secretary of
the Board of Directors or Treasurer of the Corporation, any one or more of said
officials, and delivered to the Bank.
Legal Holiday" means a day on which the Bank is required or authorized
to be closed.
Person" means any individual, corporation, partnership, joint venture,
association, joint - stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Resolution).
45059872.1 2 1:11HIBIT A611%.
Redemption Date" when used with respect to any Security to be
redeemed means the date fixed for such redemption pursuant to the terms of the
Bond Resolution.
Responsible Officer" when used with respect to the Bank means the
Chairman or Vice -Chairman of the Board of Directors, the Chairman or
Vice -Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
Stated Maturity" means the date specified in the Bond Resolution the
principal of a Security is scheduled to be due and payable.
Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity,
Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the
Bank at the following address: P. O. Box 2320, Dallas, Texas 75221-2320 or 2001 Bryan
Street, 9h Floor, Dallas, Texas 75201, Attention: Institutional Trust Services.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, -by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date. All payments of principal and/or interest on the Securities to the registered
owners shall be accomplished (1) by the issuance of checks, payable to the registered owners,
drawn on the fiduciary account provided in Section 5.05 hereof, sent by United States mail, first
class, postage prepaid, to the address appearing on the Security Register or (2) by such other
method, acceptable to the Bank, requested in writing by the Holder at the Holders risk and
expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the Bond Resolution.
45059872.1 3
EXHIBIT X
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Reqister -Transfers and Exchanges. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register') for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of
Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly
authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re -registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Repister. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
45059872.1 4
EXHIBIT A
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of Section 24 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as
long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may
execute and deliver a replacement Security of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or
stolen Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof
with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such
Security, and of the authenticity of t ' he ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or
destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time
after receipt of written request from the Issuer, furnish the Issuer information as to the Securities
it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of
any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu
of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Eta (a) The Bank may conclusively
rely, as to the truth of the statements and correctness of the opinions expressed therein, on
certificates or opinions furnished to the Bank.
b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
45059872.1 5
EXHIBIT N "
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties. Without limiting the
generality of the foregoing statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities containing an endorsement or
instruction of transfer or power of transfer which appears on its face to be signed by the Holder
or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts
or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or other paper or document supplied by
Issuer.
e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank - Paying agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping and disbursement of moneys received from the Issuer hereunder for the payment
of the Securities, and money deposited to the credit of such account until paid to the Holders of
the Securities shall be continuously collateralized by securities or obligations which qualify and
are eligible under both the laws of the State of Texas and the laws of the United States of
America to secure and. ber pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
account shall be made by check drawn on such account unless the owner of such Securities
shall, at its own expense and risk, request such other medium of payment.
The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall
45059872.1 6
EXHIBIT A
thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to
such moneys shall thereupon cease.
Section 5.06. Indemnification'. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the State and County where either
the Bank Office or the administrative offices of the Issuer is located, and agree that service of
process by certified or registered mail, return receipt requested, to the address referred to in
Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent
jurisdiction to determine the rights of any Person claiming any interest herein.
Section 5.08. DT Services. It is hereby represented and warranted that, in the event the
Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on page 9.
Section 6.04. Effect of Headings The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assi; ns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
45059872.1 7
EXHIBIT A''"'
Section 6.07. Benefits of Aqreement Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute
the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the
Bond Resolution shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
b) notice given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an
early termination of this Agreement shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.11. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
45059872.1 8
EXHIBIT A
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK
BY
Title:
SEAL]
Address:
Attest: 600 Travis, Suite 1150
Houston, Texas 77002
Title:
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
President, Board of Directors
CORPORATION SEAL) Address:
667 N. Carroll Avenue
Attest: Southlake, Texas 76092
Secretary, Board of Directors
45059872.1 9
EXHIBIT A
FINANCING/USE AGREEMENT
This Financing/Use Agreement (this "Agreement') is made to be effective as of the 17th
day of July, 2001, by and between the City of Southlake, Texas, a duly incorporated and
existing municipal corporation and political subdivision of the State of Texas (the "City") and the
Southlake Parks Development Corporation, a non-profit industrial development corporation
organized and existing under the laws of the State of Texas, including Vernon's Ann. Civ. St.,
Section 4B of Article 5190.6, (the "Corporation")
RECITALS
WHEREAS, the Corporation on behalf of the City is to finance a park project involving
the acquisition of land, buildings, equipment, facilities and improvements required or suitable for
use for professional and amateur (including children's) sports, athletic, entertainment, and public
park purposes and events, including stadiums and ball parks (Texas School of Baseball) -(the
Project"); and
WHEREAS, such financing contemplates the issuance and delivery of the Corporation's
taxable bonds in the principal amount of $1,500,000 to the owners of the land and facilities upon
ownership of such land and facilities being transferred to the City; and
WHEREAS, the Corporation shall have no duties or responsibilities with respect to the
Project other than to finance the acquisition of such land and facilities for and on behalf of the
City;
AGREEMENT
1. Financing of Project: For and in consideration of the City's covenants and
agreements herein contained and subject to the terms contained herein, the Corporation hereby
agrees to issue a series of obligations to be known as "Southlake Parks Development
Corporation Taxable Sales Tax Third Lien Revenue Bonds, Series 2001-A", hereinafter called
the "Bonds", and deliver the same to David L. Thorne and Beverly A. Thorne in exchange for
and upon the transfer of the ownership of the Project to the City.
2. Use of Project. Until all the Bonds have been fully paid, discharged and retired, the
upkeep and maintenance of the Project will be the responsibility of the City and the Corporation
shall have no responsibility with respect to the operation, upkeep and maintenance of the
Project.
3. Receipt and Transfer of Proceeds of Sales Tax. The City agrees, in cooperation with
the Corporation, to take such actions as are required to cause the "Gross Sales Tax Revenues"
as such term is defined in the resolution authorizing the issuance of the Bonds) received from
the Comptroller of Public Accounts of the State of Texas for and on behalf of the Corporation to
be transferred and deposited immediately upon receipt by the City to the credit of the banking or
monetary fund maintained at the depository designated by the Corporation and known on the
books and records of the Corporation as the "Pledged Revenue Fund".
4. Modifications. This Agreement shall not be changed orally, and no executory
agreement shall be effective to waive, change, modify or discharge this Agreement in whole or
in part unless such executory agreement is in writing and is signed by the parties against whom
enforcement of any waiver, change, modification or discharge is sought.
45059875.1
5. Entire Agreement. This Agreement, including the Exhibits, contains the entire
agreement between the parties pertaining to the subject matter hereof and fully supersedes all
prior agreements and understandings between the parties pertaining to such subject matter.
6. Counterparts. This Agreement may be executed in several counterparts, and all
such executed counterparts shall constitute the same agreement. It shall be necessary to
account for only one such counterpart in proving this Agreement.
7. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect.
8. Applicable Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the substantive federal laws of the United States and the laws of
the State of Texas.
9. Captions. The section headings appearing in this Agreement are for
convenience of reference only and are not intended, to any extent and for any purpose, to limit
or define the text of any section or any subsection hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date and year first above written.
ATTEST:
Secretary, Board of Directors
Corporation Seal)
ATTEST:
City Secretary
City Seal)
45059875.1 2
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
President, Board of Directors
CITY OF SOUTHLAKE, TEXAS
Mayor
EXHIBIT 19