02 GO Refunding Bond OrdinanceORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PARIS, TEXAS GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2003; APPROVING AN OFFICIAL
STATEMENT; AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT AND AN
ESCROW AGREEMENT; MAKING PROVISIONS FOR THE SECURITY THEREOF; AND
ORDAINING OTHER MATTERS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
WHEREAS, the City of Paris, Texas (the "Issuer) has duly issued and there is noxv outstanding, the
folloxving series or issue of bonds and certificates of obligation xvhich are secured by the full faith and credit
of the Issuer and a pledge by the Issuer to levy ad valorem taxes sufficient to pay principal of and interest
on the certificates of obligation as they become due and a pledge of surplus revenues to further secure the
certificates of obligation:
CITY OF PARIS, TEXAS Certificates of Obligation, Series 1993, dated December 15,
1993, maturities December 15, 2004 through December 15, 2013, in the aggregate principal
amount of $3,220,000 (the "Series 1993 Certificates of Obligation");
CITY OF PARIS, TEXAS Certificates of Obligation, Series 1994, dated August 15, 1994,
maturities December 15, 2005 through December 15, 2014, in the aggregate principalamount
of $3,485,000 (the "Series 1994 Certificates of Obligation");
WHEREAS, the Issuer noxv desires to refund maturities 2004 through 2013 of the Series 1993
Certificates of Obligation, in the principal amount of $3,220,000 and maturities 2005 through 2014 of the Series
1994 Certificates of Obligation, in the principal amount of $3,485,000, for a total aggregate amount of
$6,705,000 (the "Refunded Obligations"); and
WHEREAS, the City Council of the Issuer deems it advisable to refund the Refunded Obligations
in order to achieve a debt service savings of approximately $ and a net present value savings
of $ ; and
WHEREAS, Chapter 1207, Texas Govemment Code, authorizes the Issuer to issue refunding bonds
and to deposit the proceeds from the sale thereof together ~vith any other available funds or resources, directly
~vith a place of payment or paying agent or a trust company or commercial bank that does not act as a
depository for the Issuer and is named in these proceedings for the Refunded Obligations, and such deposit,
if made before such payment dates, shall constitute the making of firm banking and financial arrangements
for the discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207, Texas Govemment Code, further authorizes the Issuer to enter into an
escro~v agreement ~vith the paying agent, or a trust company or commercial bank, for the Refunded
Obligations ~vith respect to the safekeeping, investment, reinvestment, administration and disposition of any
such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that
such deposits may be invested and reinvested including obligations the principal of and interest on xvhich are
unconditionally guaranteed by the United States of America, and xvhich shall mature and bear interest payable
at such times and in such amounts as xvill be sufficient to provide for the scheduled payment or prepayment
of the Refunded Obligations; and
WHEREAS, JPMorgan Chase Bank, Dallas, Texas, is the Escroxv Agent for the Escroxv Agreement
hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Chapter 1207,
Texas Govemment Code and the Escroxv Agent is so named in accordance xvith Section 1207.061, Texas
Govemment Code; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity
xvithin 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the bonds hereinafter authorized and designated are to be issued and ddivered pursuant
to Chapter 1207, Texas Government Code; and
WHEREAS, the meeting xvas open to the public and public notice of the time, place and purpose of
said meeting xvas given pursuant to Chapter 551, Texas Government Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF PARIS, TEXAS:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the CITY
OF PARIS, TEXAS (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal
amount of $7,185,000 for refunding the Refunded Obligations.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Ordinance
shall be designated: "CITY OF PARIS, TEXAS GENERAL OBLIGATION REFUNDING BOND,
SERIES 2003", and initially there shall be issued, sold, and delivered hereunder a single fully registered bond,
xvithout interest coupons, payable in annual installments of principal (the "Initial Bond"), but the Initial Bond
may be assigned and transferred and/or converted into and exchanged for a like aggregate principal amount
of fully registered bonds, xvithout interest coupons, having serialand annual maturities, and in the denomination
or denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided. The term
"Bonds" as used in this Ordinance shall mean and include collectively the Initial Bond and all substitute bonds
exchanged therefor, as xvell as all other substitute bonds and replacement bonds issued pursuant hereto, and
the term "Bond" shall mean any of the Bonds.
Section 3. INITIAL DATE, DENOMINATION. NUMBER, MATURITIES. INITIAL
REGISTERED OWNER~ AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial Bond
is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, xvithout
interest coupons, dated September 1, 2003, in the denomination and aggregate principal amount of $7,185,000
numbered R-l, payable in annual installments of principal to the initial registered oxvner thereof, to-xvit: FIRST
SOUTHWEST COMPANY, or to the registered assignee or assignees of said Bond or any portion or
portions thereof (in each case, the "registered oxvner"), xvith the annual installments of principal of the Initial
Bond to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM
OF INITIAL BOND set forth in this Ordinance.
(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due dates of
installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged
for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and
interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the
FORM OF INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear interest from
the date of the Initial Bond and xvill be calculated on the basis of a 360-day year of t~velve 30-day months to
the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the
installments of principal of the Initial Bond, and said interest shall be payable, all in the manner provided and
at the rates and on the dates stated in the FORM OF INITIAL BOND set forth in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the
Initial Bond, shall be substantially as folloxvs:
FORM OF INITIAL BOND
NO. R-1 $7,185,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2003
The CITY OF PARIS, in LAMAR COUNTY (the "Issuer"), being a political subdivision of the State
of Texas, hereby promises to pay to
FIRST SOUTHWEST COMPANY
or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the
"registered oxvner") the aggregate principal amount of
SEVEN MILLION ONE HUNDRED EIGHTY FIVE THOUSAND DOLLARS
in annual installments of principal due and payable on DECEMBER 15 in each of the years, and in the
respective principal amounts, as set forth in the folloxving schedule:
YEAR AMOUNT YEAR AMOUNT
2003 150,000 2009 685,000
2004 350,000 2010 715,000
2005 620,000 2011 740,000
2006 635,000 2012 765,000
2007 650,000 2013 800,000
2008 665,000 2014 410,000
and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such installment of
principal, respectively, from time to time remaining unpaid, at the rates as folloxvs:
maturity2003, maturity2009,
maturity2004, maturity2010,
maturity2005, maturity2011,
maturity2006, maturity2012,
maturity2007, maturity2013,
maturity2008, maturity2014,
xvith said interest being payable on December 15, 2003, and semiannually on each June 15 and December
15 thereafter xvhile this Bond or any portion hereof is outstanding and unpaid.
THE iNSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable
in lmvful money of the United States of America, xvithout exchange or collection charges. The installments
of principal and the interest on this Bond are payable to the registered oxvner hereof through the services of
JPMORGAN CHASE BANK, DALLAS, TEXAS, xvhich is the "Paying Agent/Registrar" for this Bond.
Payment of all principal of and interest on this Bond shall be made by the Paying Agent/Registrar to the
registered oxvner hereof on each principal and/or interest payment date by check or draft, dated as of such
date, draxvn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the
ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit xvith the Paying
AgenffRegistrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying
AgenffRegistrar by United States mail, first-class postage prepaid, on each such principal and/or interest
payment date, to the registered oxvner hereof, at the address of the registered oxvner, as it appeared on the
last business day of the month next preceding each such date (the "Record Dale") on the Registration Books
kept by the Paying AgenffRegistrar, as hereinafter described, or by such other method acceptable to the
Paying AgenffRegistrar requested by, and at the risk and expense of, the registered oxvner. The Issuer
covenants xvith the registered oxvner of this Bond that on or before each principal and/or interest payment
date for this Bond it xvill make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund"
created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on this Bond, xvhen due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on xvhich banking institutions in the city xvhere the Paying Agent/Registrar
is located are authorized by lmv or executive order to close, then the date for such payment shall be the next
succeeding day xvhich is not such a Saturday, Sunday, legal holiday, or day on xvhich 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 xvas due.
THIS BOND has been authorized in accordance xvith the Constitution and lmvs of the State of Texas,
in the principal amount of $7,185,000 for refunding the Refunded Obligations.
ON DECEMBER 15, 2009, or any date thereafter, the unpaid installments of principal of this Bond
may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, xvith funds derived
from any available source, as a xvhole, or in part, and, if in part, the Issuer shall select and designate the
maturity, or maturities, and the amount that is to be redeemed, andifless than a xvhole maturity is to be called,
the Issuer shall direct the Paying Agent/Registrar to call by lot (provided that a portion of this Bond may be
redeemed only in an integral multiple of $5,000), at the redemption price of the principal amount, plus accrued
interest to the date fixed for prepayment or redemption.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption, a xvritten notice
of such prepayment or redemption shall be mailed by United States mail, first class postage pre-paid, by the
Paying Agent/Registrar to the registered oxvner hereof. By the date fixed for any such prepayment or
redemption due provision shall be made by the Issuer xvith the Paying Agent/Registrar for the payment of the
required prepayment or redemption price for this Bond or the portion hereof xvhich is to be so prepaid or
redeemed, plus accrued interest thereon to the date fixed for prepayment or redemption. If such xvritten
notice of prepayment or redemption is given, and if due provision for such payment is made, all as provided
above, this Bond, or the portion thereof xvhich is to be so prepaid or redeemed, thereby automatically shall
be treated as prepaid or redeemed prior to its scheduled due date, and shall not bear interest after the date
fixed for its prepayment or redemption, and shall not be regarded as being outstanding except for the fight
of the registered oxvner to receive the prepayment or redemption price plus accrued interest to the date fixed
for prepayment or redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such prepayments or redemptions of
principal of this Bond or any portion hereof.
THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any unpaid and
unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the initial registered oxvner
hereof and shall be transferred only in the Registration Books of the Issuer kept by the Paying
Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in
the Bond Ordinance. Among other requirements for such transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar for cancellation, together xvith proper instruments of assignment,
in form and xvith guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
by the initial registered oxvner of this Bond, or any portion or portions hereof in any integral multiple of $5,000,
to the assignee or assignees in xvhose name or names this Bond or any such portion or portions hereof is or
are to be transferred and registered. Any instrument or instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assigrmaent of this Bond or any such portion or portions hereof
by the initial registered oxvner hereof. A nexv bond or bonds payable to such assignee or assignees (xvhich
then xvill be the nexv registered oxvner or oxvners of such nexv Bond or Bonds) or to the initial registered
oxvner as to any portion of this Bond xvhich is not being assigned and transferred by the initial registered
oxvner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond or any
portion or portions hereof, but solely in the form and manner as provided in the next paragraph hereof for the
conversion and exchange of this Bond or any portion hereof. The registered oxvner of this Bond shall be
deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute oxvner hereof for all
purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the
Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or
unredeemed principal balance hereof, may be converted into and exchanged for a like aggregate principal
amount of fully registered bonds, xvithout interest coupons, payable to the assignee or assignees duly
designated in xvrifing by the initial registered oxvner hereof, or to the initial registered oxvner as to any portion
of this Bond xvhich is not being assigned and transferred by the initial registered oxvner, in any denomination
or denominations in any integral multiple of $5,000 (subject to the requirement hereinafter stated that each
substitute bond issued in exchange for any portion of this Bond shall have a single stated principal maturity
date), upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance xvith the
form and procedures set forth in the Bond Ordinance. If this Bond or any portion hereof is assigned and
transferred or converted each bond issued in exchange for any portion hereof shall have a single stated
principal maturity date corresponding to the due date of the installment of principal of this Bond or portion
hereof for xvhich the substitute bond is being exchanged, and shall bear interest at the rate applicable to and
bome by such installment of principal or portion thereof. Such bonds, respectively, shall be subject to
redemption prior to maturity on the same dates and for the same prices as the corresponding installment of
principal of this Bond or portion hereof for xvhich they are being exchanged. No such bond shall be payable
in installments, but shall have only one stated principal maturity date. AS PROVIDED IN THE BOND
ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED
OR CONVERTED ONCE ONLY, and to one or more assignees, but the bonds issued and delivered in
exchange for this Bond or any portion hereof may be assigned and transferred, and converted, subsequently,
as provided in the Bond Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary
fees and charges for transfemng, converting, and exchanging this Bond or any portion thereof, but the one
requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to
be paid xvith respect thereto. The Paying Agent/Registrar shall not be required to make any such assigrmaent,
conversion, or exchange (i) during the period commencing xvith the close of business on any Record Date and
ending xvith the opening of business on the next folloxving principal or interest payment date, or, (ii) xvith
respect to any Bond or portion thereof called for prepayment or redemption prior to maturity, xvithin 45 days
prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or
otherxvise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly xvill appoint
a competent and legally qualified substitute therefor, and promptly xvill cause xvritten notice thereof to be
mailed to the registered oxvner of this Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized,
issued, sold, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and
be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed,
and been done in accordance xvith lmv; that this Bond is a general obligation of the Issuer, issued on the full
faith and credit thereof; and that ad valorem taxes sufficient to provide for the payment of the interest on and
principal of this Bond, as such interest and principal come due, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been pledged for such payment, xvithin the limit prescribed
by lmv.
BY BECOMING the registered oxvner of this Bond, the registered oxvner thereby acknowledges all
of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknoxvledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes
and records of the govemmg body of the Issuer, and agrees that the terms and provisions of this Bond and
the Bond Ordinance constitute a contract bet~veen the registered oxvner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed xvith the manual signature
of the Mayor of the Issuer and countersigned xvith the manual signature of the City Secretary of the Issuer,
has caused the official seal of the Issuer to be duly impressed on this Bond, and has caused this Bond to be
dated September 1, 2003.
City Secretary Mayor
(CITY SEAL)
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
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 that this Bond has been registered by the Comptroller of Public
Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) Registration and
Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of JPMORGAN
CHASE BANK, DALLAS, TEXAS (the "Paying AgenffRegistrar") books or records of the registration
and transfer of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying
AgenffRegistrar as its registrar and transfer agent to keep such books or records and make such transfers
and registrations under such reasonable regulations as the Issuer and Paying AgenffRegistrar may prescribe;
and the Paying AgenffRegistrar shall make such transfers and registrations as hereto provided. The Paying
AgenffRegistrar shall obtain and record in the Registration Books the address of the registered oxvner of each
Bond to xvhich payments xvith respect to the Bonds shall be mailed, as hereto provided; but it shall be the duty
of each registered oxvner to notify the Paying Agent/Registrar in xvriting of the address to xvhich payments
shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer
shall have the right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, bm otherxvise the Paying AgenffRegistrar shall keep the Registration Books confidential and,
unless otherxvise required by lmv, shall not permit their inspection by any other entity. Registration of each
Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the
Paying AgenffRegistrar for transfer of registration and cancellation, together xvith proper xvritten instruments
of assigmnent, in form and xvith guarantee of signatures satisfactory to the Paying Agent/Registrar, (i)
evidencing the assigmnent of the Bond, or any portion thereof in any integral multiple of $5,000, to the
assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Bond or any such
portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of
any Bond or any portion thereof, a nexv substitute Bond or Bonds shall be issued in conversion and exchange
therefor in the manner herein provided. The Imtial Bond, to the extent of the unpaid or unredeemed principal
balance thereof, may be assigned and transferred by the initial registered oxvner thereof once only, and to one
or more assignees designated in xvriting by the imtial registered oxvner thereof. All Bonds issued and delivered
in conversion of and exchange for the Imtial Bond shall be in any denomination or denominations of any
integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have
a single stated principal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE
BOND set forth in this Ordinance, and shall have the characteristics, and may be assigned, transferred, and
convened as hereinafter provided. If the Imtial Bond or any portion thereof is assigned and transferred or
convened the Imtial Bond must be surrendered to the Paying AgenffRegistrar for cancellation, and each Bond
issued in exchange for any portion of the Imtial Bond shall have a single stated principal maturity date, and
shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding
to the due date of the installment of principal or portion thereof for xvhich the substitute Bond is being
exchanged; and each such Bond shall bear interest at the single rate applicable to and bome by such
installment of principal or portion thereof for xvhich it is being exchanged. If only a portion of the Imtial Bond
is assigned and transferred, there shall be delivered to and registered in the name of the imtial registered
oxvner substitute Bonds in exchange for the unassigned balance of the Imtial Bond in the same manner as if
the imtial registered oxvner xvere the assignee thereof. If any Bond or portion thereof other than the Initial
Bond is assigned and transferred or convened each Bond issued in exchange shall have the same principal
maturity date and bear interest at the same rate as the Bond for xvhich it is exchanged. A form of assigmnent
shall be printed or endorsed on each Bond, excepting the Initial Bond, xvhich shall be executed by the
registered oxvner or its duly authorized attomey or representative to evidence an assignment thereof. Upon
surrender of any Bonds or any portion or portions thereof for transfer of registration, an authorized
representative of the Paying Agent/Registrar shall make such transfer in the Registration Books, and shall
deliver a nexv fully registered substitute Bond or Bonds, having the characteristics herein described, payable
to such assignee or assignees (xvhich then xvill be the registered oxvner or oxvners of such nexv Bond or
Bonds), or to the previous registered oxvner in case only a portion of a Bond is being assigned and transferred,
all in conversion of and exchange for said assigned Bond or Bonds or any portion or portions thereof, in the
same form and manner, and xvith the same effect, as provided in Section 6(d), beloxv, for the conversion and
exchange of Bonds by any registered oxvner of a Bond. The Issuer shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such transfer and delivery of a substitute Bond or Bonds,
bm the one requesting such transfer shall pay any taxes or other govemmental charges required to be paid
xvith respect thereto. The Paying Agent/Registrar shall not be required to make transfers of registration of
any Bond or any portion thereof (i) during the period commencing xvith the close of business on any Record
Date and ending xvith the opening of business on the next folloxving principal or interest payment date, or, (ii)
xvith respect to any Bond or any portion thereof called for redemption prior to maturity, xvithin 30 days prior
to its redemption date.
(b) Oxvnership of Bonds. The entity in xvhose name any Bond shall be registered in the Registration
Books at any time shall be deemed and treated as the absolute oxvner thereof for all purposes of this
Ordinance, xvhether or not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall
not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium,
if any, and interest on any such Bond shall be made only to such registered oxvner. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums
so paid.
(c) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to
convert and exchange or replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall
keep proper records of all payments made by the Issuer and the Paying Agent/Registrar xvith respect to the
Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. Hoxvever, in the event of a nonpayment of interest on a scheduled payment date, and for thirty
(30) days thereafter, a nexv record date for such interest payment (a "Special Record Date") xvill be
established by the Paying Agent/Registrar, if and xvhen funds for the payment of such interest have been
received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (xvhich 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
Bondholder appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
(d) Conversion and Exchange or Replacement; Authentication~ Each Bond issued and delivered
pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount
thereof, may, upon surrender of such Bond at the principal corporate trust office of the Paying
Agent/Registrar, together xvith a xvritten request therefor duly executed by the registered oxvner or the
assignee or assignees thereof, or its or their duly authorized attomeys or representatives, xvith guarantee of
signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered oxvner or such
assignee or assignees, as appropriate, be converted into and exchanged for fully registered bonds, xvithout
interest coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance,
in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated
that each substitute Bond shall have a single stated maturity date), as requested in xvriting by such registered
oxvner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed
principal balance or principal amount of any Bond or Bonds so surrendered, and payable to the appropriate
registered oxvner, assignee, or assignees, as the case may be. If the Initial Bond is assigned and transferred
or converted each substitute Bond issued in exchange for any portion of the Initial Bond shall have a single
stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a
principal maturity date corresponding to the due date of the installment of principal or portion thereof for
xvhich the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate
applicable to and bome by such installment of principal or portion thereof for xvhich it is being exchanged.
If a portion of any Bond (other than the Initial Bond) shall be redeemed prior to its scheduled maturity as
provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate,
in the denomination or denominations of any integral multiple of $5,000 at the request of the registered oxvner,
and in aggregate principal amount equal to the unredeemed portion thereof, xvill be issued to the registered
oxvner upon surrender thereof for cancellation. If any Bond or portion thereof (other than the Initial Bond)
is assigned and transferred or converted, each Bond issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Bond for xvhich it is being exchanged. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar
shall convert and exchange or replace Bonds as provided herein, and each fully registered bond delivered in
conversion of and exchange for or replacement of any Bond or portion thereof as permitted or required by
any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may
again be converted and exchanged or replaced. It is specifically provided that any Bond authenticated in
conversion of and exchange for or replacement of another Bond on or prior to the first scheduled Record
Date for the Initial Bond shall bear interest from the date of the Initial Bond, but each substitute Bond so
authenticated after such first scheduled Record Date shall bear interest from the interest payment date next
preceding the date on xvhich such substitute Bond xvas so authenticated, unless such Bond is authenticated
after any Record Date but on or before the next folloxving interest payment date, in xvhich case it shall bear
interest from such next folloxving interest payment date; provided, hoxvever, that if at the time of delivery of
any substitute Bond the interest on the Bond for xvhich it is being exchanged is due but has not been paid, then
such Bond shall bear interest from the date to xvhich such interest has been paid in full. THE INITIAL
BOND issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated
by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for or
replacement of any Bond or Bonds issued under this Ordinance there shall be printed a certificate, in the form
substantially as folloxvs:
"PAY1NG AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described on the face of this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or a portion of a bond or bonds of an issue xvhich originally xvas approved by
the Attomey General of the State of Texas and registered by the Comptroller of Public Accounts of the State
of Texas.
Paying Agent/Registrar
Dated By.
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the ddivery of any such Bond, date
and manually sign the above Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for
conversion and exchange or replacement. No additional ordinances, orders, or resolutions need be passed
or adopted by the goveming body of the Issuer or any other body or person so as to accomplish the foregoing
conversion and exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and
said Bonds shall be of type composition printed on paper xvith lithographed or steel engraved borders of
10
customary xveight and strength. Pursuant to Chapter 1207, Texas Govemment Code, the duty of conversion
and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying AgenffRegistrar, and,
upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the convened and
exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and xvith the
same effect as the Initial Bond xvhich originally xvas issued pursuant to this Ordinance, approved by the
Attomey General, and registered by the Comptroller of Public Accounts. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any
Bond or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay
any taxes or govemmental charges required to be paid xvith respect thereto as a condition precedent to the
exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to
make any such conversion and exchange or replacement of Bonds or any portion thereof (i) during the period
commencing xvith the close of business on any Record Date and ending xvith the opening of business on the
next folloxving principal or interest payment date, or, (ii) xvith respect to any Bond or portion thereof called
for redemption prior to maturity, xvithin 45 days prior to its redemption date.
(e) In General All Bonds issued in conversion and exchange or replacement of any other Bond or
portion thereof, (i) shall be issued in fully registered form, xvithout interest coupons, xvith the principal of and
interest on such Bonds to be payable only to the registered oxvners thereof, (ii) may be redeemed prior to their
scheduled maturities, (iii) may be transferred and assigned, (iv) may be convened and exchanged for other
Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest
on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
SUBSTITUTE BOND set forth in this Ordinance.
(f) Payment of Fees and Charges. The Issuer hereby covenants xvith the registered oxvners of the
Bonds that it xvill (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its
services xvith respect to the payment of the principal of and interest on the Bonds, xvhen due, and (ii) pay the
fees and charges of the Paying Agent/Registrar for services xvith respect to the transfer of registration of
Bonds, and xvith respect to the conversion and exchange of Bonds solely to the extent above provided in this
Ordinance.
(g) Substitute Paving Agenl/ReCstrar. The Issuer covenants xvith the registered oxvners of the
Bonds that at all times xvhile the Bonds are outstanding the Issuer xvill provide a competent and legally
qualified bank, trust company, financial institution, or other agency to act as and perform the services of
Paying Agenl/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar ~vill be one
entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not
less than 120 days xvritten notice to the Paying Agenl/Registrar, to be effective not later than 60 days prior
to the next principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agenl/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherxvise cease to act as such, the Issuer covenants that promptly it xvill appoint a competent and legally
qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under
this Ordinance. Upon any change in the Paying AgenffRegistrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along xvith all other pertinent
books and records relating to the Bonds, to the nexv Paying Agenl/Registrar designated and appointed by the
Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly xvill cause a xvritten notice
thereof to be sent by the nexv Paying Agenl/Registrar to each registered oxvner of the Bonds, by United
States mail, first-class postage prepaid, xvhich notice also shall give the address of the nexv Paying
11
Agent/Registrar. By accepting the position and performing as such, each Paying AgenffRegistrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying AgenffRegistrar.
(h) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the
purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for
each of the maturities thereof. Upon initial issuance, the oxvnership of each such Bond shall be registered
in the name of Cede & Co., as nominee of Depository Trust Company of Nexv York ("DTC"), and except
as provided in subsection (i) hereof, all of the outstanding Bonds shall be registered in the name of Cede &
Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and
the Paying AgenffRegistrar shall have no responsibility or obligation to any DTC Participant or to any person
on behalf of xvhom such a DTC Participant holds an interest on the Bonds. Without limiting the immediately
preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation xvith
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant xvith respect to any
oxvnership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
Bondholder, as shoxvnon the Registration Books, of any notice xvith respect to the Bonds, including any notice
of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Bondholder, as
shoxvn in the Registration Books of any amount xvith respect to principal of, premium, if any, or interest on,
as the case may be, the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
Issuer and the Paying AgenffRegistrar shall be entitled to treat and consider the person in xvhose name each
Bond is registered in the Registration Books as the absolute oxvner of such Bond for the purpose of payment
of principal, premium, if any, and interest, as the case may be, xvith respect to such Bond, for the purpose of
giving notices of redemption and other matters xvith respect to such Bond, for the purpose of registering
transfers xvith respect to such Bond, and for all other purposes xvhatsoever. The Paying AgenffRegistrar shall
pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective
oxvners, as shoxvn in the Registration Books as provided in this Ordinance, or their respective attomeys duly
authorized in ~vrifing, and all such payments shall be valid and effective to fully satisfy and discharge the
Issuer's obligations xvith respect to payment of principal of, premium, if any, and interest on, or as the case
may be, the Bonds to the extent of the sum or sums so paid. No person other than an oxvner, as shoxvn in
the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make
payments of principal, premium, if any, and interest, as the case may be, pursuant to this Ordinance. Upon
delivery by DTC to the Paying AgenffRegistrar of xvritten notice to the effect that DTC has determined to
substitute a nexv nominee in place of Cede & Co., and subject to the provisions in this Ordinance xvith respect
to interest checks being mailed to the registered oxvner at the close of business on the Record Date, the xvord
"Cede & Co." in this Ordinance shall refer to such nexv nominee of DTC.
(i) Successor Securities Deposito_ry: Transfers Outside Book-Entry Only System. In the event that
the Issuer or the Paying AgenffRegistrar determines that DTC is incapable of discharging its responsibilities
described herein and in the representation letter of the Issuer to DTC and that it is in the best interest of the
beneficial oxvners of the Bonds that they be able to obtain certificated Bonds, the Issuer or the Paying
AgenffRegistrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a)
of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to such
successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of
12
Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts. In such event, the Bonds shall no longer be resthcted to being registered in the Registration Books
in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor
securities depository, or its nominee, or in xvhatever name or names Bondholders transfemng or exchanging
Bonds shall designate, in accordance xvith the provisions of this Ordinance.
(j) Payments to Cede & Co. Not~vithstanding any other provision of this Ordinance to the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments xvith respect
to principal of, premium, if any, and interest on, or as the case may be, such Bond and all notices xvith respect
to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the
Issuer to DTC.
Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in conversion
and exchange or replacement of any other Bond or portion thereof, including the form of Paying
Agent/Registrar's Certificate to be printed on each of such Bonds, and the Form of Assignment to be printed
on each of the Bonds, shall be, respectively, substantially as folloxvs, xvith such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
FORM OF SUBSTITUTE BOND
PRINCIPAL AMOUNT
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2003
DATE OF ORIGINAL ISSUE
SEPTEMBER 1, 2003
CUSIP NO.
ON THE MATURITY DATE specified above, the CITY OF PARIS, in LAMAR COUNTY (the
"Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the "registered oxvner") the principal
amount of
and to pay interest thereon from September 1, 2003 to the maturity date specified above, at the interest rate
per annum specified above; xvith interest being payable on December 15, 2003 and semiannually thereafter
on each June 15 and December 15, except that if the date of authentication of this Bond is later than
November 30, 2003, such principal amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date (hereinafter defined)
but on or before the next folloxving interest payment date, in xvhich case such principal amount shall bear
13
interest from such next folloxving interest payment date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lmvful money of the United
States of America, xvithout exchange or collection charges. The principal of this Bond shall be paid to the
registered oxvner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for
its redemption prior to maturity, at the principal corporate trust office of JPMORGAN CHASE BANK,
DALLAS, TEXAS, xvhich is the "Paying Agent/Registrar" for this Bond. The payment of interest on this
Bond shall be made by the Paying Agent/Registrar to the registered oxvner hereof on each interest payment
date by check or draft, dated as of such interest payment date, draxvn by the Paying AgenffRegistrar on, and
payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of the Bonds (the
"Bond Ordinance") to be on deposit xvith the Paying Agent/Registrar for such purpose as hereinafter provided;
and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage
prepaid, on each such interest payment date, to the registered oxvner hereof, at the address of the registered
oxvner, as it appeared on the last business day of the month next preceding each such date (the "Record
Dale") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such
other method acceptable to the Paying AgenffRegistrar requested by, and the risk and expense of, the
registered oxvner. Any accrued interest due upon the redemption of this Bond prior to maturity as provided
herein shall be paid to the registered oxvner upon presentation and surrender of this Bond for redemption and
payment at the prmcipal corporate trust office of the Paying Agent/Registrar. The Issuer covenants xvith the
registered oxvner of this Bond that on or before each principal payment date, interest payment date, and
accrued interest payment date for this Bond it xvill make available to the Paying Agent/Registrar, from the
"Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on the Bonds, xvhen due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on xvhich banking institutions in the City xvhere the Paying AgenffRegistrar
is located are authorized by lmv or executive order to close, then the date for such payment shall be the next
succeeding day xvhich is not such a Saturday, Sunday, legal holiday, or day on xvhich 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 xvas due.
THIS BOND is one of an issue of Bonds initially dated September 1, 2003, authorized in accordance
xvith the Constitution and lmvs of the State of Texas in the principal amount of $7,185,000 for refunding the
Refunded Obligations.
ON DECEMBER 15, 2009, or any date thereafter, the unpaid installments of prmcipal of this Bond
may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, xvith funds derived
from any available source, as a xvhole, or in part, and, if in part, the Issuer shall select and designate the
maturity, or maturities, and the amount that is to be redeemed, and if less than a xvhole maturity is to be called,
the Issuer shall direct the Paying AgenffRegistrar to call by lot (provided that a portion of this Bond may be
redeemed only in an integral multiple of $5,000), at the redemption price of the principal amount, plus accrued
interest to the date fixed for prepayment or redemption.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption, a xvritten notice
of such prepayment or redemption shall be mailed by United States mail, first class postage pre-paid, by the
14
Paying Agent/Registrar to the registered oxvner hereof. By the date fixed for any such prepayment or
redemption due provision shall be made by the Issuer xvith the Paying Agent/Registrar for the payment of the
required prepayment or redemption price for this Bond or the portion hereof xvhich is to be so prepaid or
redeemed, plus accrued interest thereon to the date fixed for prepayment or redemption. If such xvritten
notice of prepayment or redemption is given, and if due provision for such payment is made, all as provided
above, this Bond, or the portion thereof xvhich is to be so prepaid or redeemed, thereby automatically shall
be treated as prepaid or redeemed prior to its scheduled due date, and shall not bear interest after the date
fixed for its prepayment or redemption, and shall not be regarded as being outstanding except for the right
of the registered oxvner to receive the prepayment or redemption price plus accrued interest to the date fixed
for prepayment or redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such prepayments or redemptions of
principal of this Bond or any portion hereof.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF 1N ANY iNTEGRAL MULTIPLE
OF $5,000 may be assigned and shall be transferred only in the Registration Books of the Issuer kept by the
Paying AgenffRegistrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set
forth in the Bond Ordinance. Among other requirements for such assigmnent and transfer, this Bond must
be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment,
in form and xvith guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees
in xvhose name or names this Bond or any such portion or portions hereof is or are to be transferred and
registered. The form of Assignment printed or endorsed on this Bond shall be executed by the registered
owner or its duly authorized attomey or representative, to evidence the assigmnent hereof. A nexv Bond or
Bonds payable to such assignee or assignees (xvhich then xvill be the nexv registered oxvner or oxvners of such
nexv Bond or Bonds), or to the previous registered oxvner in the case of the assigmnent and transfer of only
a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and exchange for
this Bond, all in the form and manner as provided in the next paragraph hereof for the conversion and
exchange of other Bonds. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such transfer, but the one requesting such transfer shall pay any taxes or other
govemmental charges required to be paid xvith respect thereto. The Paying Agent/Registrar shall not be
required to make transfers of registration of this Bond or any portion hereof (i) during the period commencing
xvith the close of business on any Record Date and ending xvith the opening of business on the next folloxving
principal or interest payment date, or, (ii) xvith respect to any Bond or any portion thereof called for
redemption prior to maturity, xvithin 45 days prior to its redemption date. The registered oxvner of this Bond
shall be deemed and treated by the Issuer and the Paying AgenffRegistrar as the absolute oxvner hereof for
all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and
the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, xvithout interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the registered oxvner or the assignee or
assignees hereof, be converted into and exchanged for a like aggregate principal amount of fully registered
bonds, xvithout interest coupons, payable to the appropriate registered oxvner, assignee, or assignees, as the
case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 as requested in ~vriting by the appropriate registered o~vner,
assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
15
cancellation, all in accordance xvith the form and procedures set forth in the Bond Ordinance. The Issuer
shall pay the Paying Agent/Registrar's standard or customary fees and charges for transfemng, converting,
and exchanging any Bond or any portion thereof, but the one requesting such transfer, conversion, and
exchange shall pay any taxes or govemmental charges required to be paid xvith respect thereto as a condition
precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall
not be required to make any such conversion and exchange (i) during the period commencing xvith the close
of business on any Record Date and ending xvith the opening of business on the next folloxving principal or
interest payment date, or, (ii) xvith respect to any Bond or portion thereof called for redemption prior to
maturity, xvithin 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherxvise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly xvill appoint
a competent and legally qualified substitute therefor, and promptly xvill cause xvritten notice thereof to be
mailed to the registered oxvners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized,
issued, sold, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and
be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed,
and been done in accordance xvith lmv; that this Bond is a general obligation of the Issuer, issued on the full
faith and credit thereof; and that ad valorem taxes sufficient to provide for the payment of the interest on and
principal of this Bond, as such interest and principal come due, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been pledged for such payment, xvithin the limit prescribed
by lmv.
BY BECOMING the registered oxvner of this Bond, the registered oxvner thereby acknoxvledges all
of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknoxvledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes
and records of the govemmg body of the Issuer, and agrees that the terms and provisions of this Bond and
the Bond Ordinance constitute a contract bet~veen each registered oxvner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed xvith the manual or facsimile
signature of the Mayor of the Issuer and countersigned xvith the manual or facsimile signature of the City
Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in
facsimile, on this Bond.
City Secretary Mayor
(CITY SEAL)
16
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAY1NG AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby cerfifiedthat this Bond has been issued under the provisions of the Bond Ordinance described
in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for,
a bond, bonds, or a portion of a bond or bonds of a Series xvhich originally xvas approved by the Attomey
General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated
JPMorgan Chase Bank
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered oxvner of this Bond, or duly authorized
representative or attomey thereof, hereby assigns this Bond to
(Assignee's Social Security or Tax Payer
Identification Number)
and hereby irrevocably constitutes and appoints
(Print or type Assignee's Name and Address Including Zip
Code)
Attomey, to transfer the registration of this Bond on the Paying AgenffRegistrar's Registration Books xvith full
poxver of substitution in the premises.
Dated
NOTICE: This signature must be guaranteed by
a member of the Nexv York Stock Exchange or
a commercial bank or lrust company.
NOTICE: This signature must correspond xvith the
name of the Registered Oxvner appearing on the face
of this Bond.
17
Section 8. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund")
is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established
and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall
be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying
the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of
the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year
xvhile any of the Bonds or interest thereon are outstanding and unpaid, the govemmg body of the Issuer shall
compute and ascertain a rate and amount of ad valorem tax xvhich xvill be sufficient to raise and produce the
money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a
sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of
the original principal amount of the Bonds as a sinking fund each year).
Said tax shall be based on the latest approved tax rolls of the Issuer, xvith full alloxvance being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem ~x is hereby levied,
and is hereby ordered to be levied, against all taxable property in the Issuer for each year xvhile any of the
Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such
year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient
to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such
principal matures, are hereby pledged for such payment, xvithin the limit prescribed by lmv.
Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes
granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas lmv
be amended at any time xvhile the Bonds are outstanding and unpaid, the result of such amendment being that
the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of
Chapter 9, Business & Commerce Code, in order to preserve to the registered oxvners of the Bonds a security
interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary
under Texas lmv to comply xvith the applicable provisions of Chapter 9, Business & Commerce Code and
enable a filing of a security interest in said pledge to occur.
Section 9. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") xvithin the meaning of this
Ordinance, except to the extent provided in subsection (d) of this Section, xvhen payment of the principal of
such Bond, plus interest thereon to the due date (xvhether such due date be by reason of maturity or
otherxvise) either (i) shall have been made or caused to be made in accordance xvith the terms thereof, or (ii)
shall have been provided for on or before such due date by irrevocably depositing xvith or making available
to the Paying Agent/Registrer in accordance xvith an escroxv agreement or other instrument (the "Future
Escroxv Agreement") for such payment (1) lmvful money of the United States of America sufficient to make
such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at
such times as xvill insure the availability, xvithout reinvestment, of sufficient money to provide for such
payment, and xvhen proper arrangements have been made by the Issuer xvith the Paying Agent/Registrar for
the payment of its services until all Defeased Bonds shall have become due and payable. At such time as
a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied
and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such
money or Defeasance Securities.
18
(b) Any moneys so deposited xvith the Paying Agent/Registrar may at the xvritten direction of the
Issuer also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required
for the payment of the Bonds and interest thereon, xvith respect to xvhich such money has been so deposited,
shall be tamed over to the Issuer, or deposited as directed in xvriting by the Issuer. Any Future Escroxv
Agreement pursuant to xvhich the money and/or Defeasance Securities are held for the payment of Defeased
Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements
specified in subsection 9(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
AgenffRegistrar xvhich is not required for the payment of the Defeased Bonds, xvith respect to xvhich such
money has been so deposited, shall be remitted to the Issuer or deposited as directed in xvriting by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of America., (ii)
noncallable obligations of an agency or instrumentality of the United States of America, including obligations
that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the
purchase thereof 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 that, on the date the goveming body of
the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required
by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a
maturity, the Paying AgenffRegistrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate.
Section 10. DAMAGED. MUTILATED. LOST. STOLEN. OR DESTROYED BONDS. (a)
Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying AgenffRegistrar shall cause to be printed, executed, and delivered, a nexv bond of the same principal
amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement
for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost,
stolen, or destroyed Bonds shall be made by the registered oxvner thereof to the Paying Agent/Registrar. In
every case of loss, theft, or destruction of a Bond, the registered oxvner applying for a replacement bond shall
fumish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them
to save each of them harmless from any loss or damage xvith respect thereto. Also, in every case of loss,
theft, or destruction of a Bond, the registered oxvner shall fumish to the Issuer and to the Paying
AgenffRegistrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may
be. In every case of damage or mutilation of a Bond, the registered oxvner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
19
(c) No Default Occurred. Not~vithstanding the foregoing provisions of this Section, in the event any
such Bond shall have matured, and no default has occurred xvhich is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the
same (xvithout surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemmty is fumished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge the registered oxvner of such Bond xvith all legal, printing, and other
expenses in connection therexvith. Every replacement bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the
Issuer xvhether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately xvith any and all
other Bonds duly issued under this Ordinance.
(e) Authori _ty for Issuing Replacement Bonds. In accordance xvith Chapter 1207, Texas Government
Code, this Section 10 of this Ordinance shall constitute authority for the issuance of any such replacement
bond xvithout necessity of further action by the goveming body of the Issuer or any other body or person, and
the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar,
and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and xvith
the effect, as provided in Section 6(d) of this Ordinance for Bonds issued in conversion and exchange for
other Bonds.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS: BOND
COUNSEL'S OPINION' CUSIP NUMBERS' AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the Initial Bond issued
hereunder and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and
its investigation, examination, and approval by the Attomey General of the State of Texas, and its registration
by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Initial Bond said
Comptroller of Public Accounts (or a deputy designated in xvriting to act for said Comptroller) shall manually
sign the Comptroller's Registration Certificate on the Initial Bond, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on the Initial Bond. The approving legal opinion of the Issuer's bond counsel
and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bond or any Bonds
issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any
legal effect, and shall be solely for the convenience and information of the registered oxvners of the Bonds.
In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the
Insurer.
Section 12. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to refrain
from taking any action xvhich xvould adversely affect, and to take any required action to ensure, the treatment
of the Bonds as obligations described in Section 103 of the Intemal Revenue Code of 1986, as amended (the
"Code"), the interest on xvhich is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as folloxvs:
(a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the
projects financed therexvith (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the
20
projects financed therexvith are so used, such amounts, xvhether or not received by the Issuer, xvith respect
to such private business use, do not, under the terms of this Ordinance, or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Bonds, in contravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described in
Subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therexvith (less
amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private
business use" xvhich is "related" and not "disproportionate," xvithin the meaning of Section 141(b)(3) of the
Code, to the governmental use;
(c) to take any action to assure that no amount xvhich is greater than the lesser of $5,000,000, or 5
percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or
indirectly used to finance loans to persons, other than state or local govemmental units, in contravention of
Section 141(c) of the Code;
(d) to refrain from taking any action xvhich xvould otherxvise result in the Bonds being treated as
"private activity bonds" xvithin the meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that xvould result in the Bonds being "federally guaranteed"
xvithin the meaning of Section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire
or to replace funds xvhich xvere used, directly or indirectly, to acquire investment property (as defined in
Section 148(b)(2) of the Code) xvhich produces a materially higher yield over the term of the Bonds, other
than investment property acquired xvith --
(1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or,
in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the
purpose for xvhich the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, xvithin the meaning of Section 1.148-
l(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund to the extent
such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherxvise resthct the use of the proceeds of the Bonds or amounts treated as proceeds of the
Bonds, as may be necessary, so that the Bonds do not otherxvise contravene the requirements of Section 148
of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to
advance refundings); and
(h) to pay to the United States of America at least once during each five-year period (beginning on
the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Eamings,"
xvithin the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than
60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result
21
of Excess Eamings under Section 148(0 of the Code.
The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the
Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the
refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer
that the covenants contained herein are intended to assure compliance xvith the Code and any regulations or
rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations
or rulings are hereafter promulgated xvhich modify or expand provisions of the Code, as applicable to the
Bonds, the Issuer xvill not be required to comply xvith any covenant contained herein to the extent that such
failure to comply, in the opinion of nationally-recognized bondcounsel, xvill not adversely affect the exemption
from federal income taxation of interest on the Bonds under Section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated xvhich impose additional requirements xvhich are applicable
to the Bonds, the Issuer agrees to comply xvith the additional requirements to the extent necessary, in the
opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under Section 103 of the Code. In furtherance of such intention, the Issuer hereby
authorizes and directs the Mayor of the Issuer to execute any documents, certificates or reports required by
the Code and to make such elections, on behalf of the Issuer, xvhich may be permitted by the Code as are
consistent xvith the purpose for the issuance of the Bonds.
In order to facilitate compliance xvith the above covenant (h), a "Rebate Fund" is hereby established
by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the
claim of any other person, including xvithout limitation the bondholders. The Rebate Fund is established for
the additional purpose of compliance xvith Section 148 of the Code.
Section 13. DISPOSITION OF PROJECT. The Issuer covenants that the property constituting
the Project originally financed by Refunded Obligations xvill not be sold or otherxvise disposed in a transaction
resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of
nationally-recognized bond counsel that such sale or other disposition xvill not adversely affect the tax-exempt
status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property
and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or
other compensation. For purposes hereof, the Issuer shall not be obligated to comply xvith this covenant if
it obtains an opinion that such failure to comply xvill not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
Section 14. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer
hereby designates the Bonds as "qualified tax-exempt obligations" as defined in Section 265(b)(3) of the Code.
In furtherance of such designation, the Issuer represents, covenants and xvarrants the folloxving: (a) that
during the calendar year in xvhich the Bonds are issued, the Issuer (including any subordinate entities) has not
designated nor xvill designate obligations, xvhich xvhen aggregated xvith the Bonds, xvill result in more than
$10,000,000 of "qualified tax-exempt obligations" being issued; and (b) that the Issuer reasonably anticipates
that the amount of tax-exempt obligations issued, during the calendar year in xvhich the Bonds are issued, by
the Issuer (or any subordinate entities) xvill not exceed $10,000,000.
Section 15. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall provide
annually to each NRMSIR and any SID, xvithin six months after the end of each fiscal year ending in or after
2003, financial information and operating data xvith respect to the Issuer of the general type included in the
22
final Official Statement authorized by Section 17 of this Ordinance, being the information described in Exhibit
A Any financial statements so to be provided shall be prepared in accordance xvith the accounting principles
described in Exhibit A thereto, or such other accounting principles as the Issuer may be required to employ
from time to time pursuant to state lmv or regulation, and audited, if the Issuer commissions an audit of such
statements and the audit is completed xvithin the period during xvhich they must be provided. If the audit of
such financial statements is not complete xvithin such period, then the Issuer shall provide audited financial
statements for the applicable fiscal year to each NRMSIR and any SID, xvhen and if the audit report on such
statements become available.
(ii) If the Issuer changes its fiscal year, it xvill notify each NRMSIR and any SID of the change (and
of the date of the nexv fiscal year end) prior to the next date by xvhich the Issuer otherxvise xvould be required
to provide financial information and operating data pursuant to this Section. The financial information and
operating data to be provided pursuant to this Section may be set forth in full in one or more documents or
may be included by specific reference to any document (including an official statement or other offering
document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any
SID or filed xvith the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the folloxving events xvith respect to the Bonds, if such event is material
xvithin the meaning of the federal securities lmvs:
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled drmvs on debt service reserves reflecting financial difficulties;
Unscheduled drmvs on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
Modifications to rights of holders of the Bonds;
Bond calls;
Defeasances;
Release, substitution, or sale of property securing repayment of the Bonds; and
Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the Issuer to provide financial information or operating data in accordance xvith subsection (a) of this
Section by the time required by such subsection.
(c) Limitations. Disclaimers. and Amendments. (i) The Issuer shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an
"obligated person" xvith respect to the Bonds xvithin the meaning of the Rule, except that the Issuer in any
event xvill give notice of any deposit made in accordance xvith this Ordinance or applicable lmv that causes
Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial oxvners of the
Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right,
remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial
23
information, operating data, financial statements, and notices xvhich it has expressly agreed to provide pursuant
to this Section and does not hereby undertake to provide any other information that may be relevant or
material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance xvith this Section or otherxvise, except as
expressly provided herein. The Issuer does not make any representation or xvarranty conceming such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING iN WHOLE OR iN PART FROM ANY BREACH BY THE ISSUER,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT
OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN
ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, xvaive, or otherxvise limit the duties of the Issuer
under federal and state securities lmvs.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in lmv, or a change in the
identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so
amended, xvould have permitted an underxvriter to purchase or sell Bonds in the primary offering of the Bonds
in compliance xvith the Rule, taking into account any amendments or interpretations of the Rule since such
offering as xvell as such changed circumstances and (2) either (a) the holders of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such
an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated xvith
the Issuer (such as bond counsel) determined that such amendment xvill not materially impair the interest of
the holders and beneficial oxvners of the Bonds. If the Issuer so amends the provisions of this Section, it shall
include xvith any amended financial information or operating data next provided in accordance xvith subsection
(a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The Issuer may also amend
or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid,
but only if and to the extent that the provisions of this sentence xvould not prevent an underxvriter from
lmvfully purchasing or selling Bonds in the primary offering of the Bonds.
(d) Definitions. As used in this Section, the folloxving terms have the meanings ascribed to such
terms beloxv:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person xvhom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository xvithin the meaning of the Rule from time to
time.
24
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC~' means the United States Secuhties and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or
agency thereof as, and determined by the SEC or its staff to be, a state information depository xvithin
the meaning of the Rule from time to time.
Section 16. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to FIRST
SOUTHI4ZEST COMPANY (the "Underxvriter") for the purchase price of $ (representing the
par amount of the Bonds of less a net original issue discount of $ less an Underxvriter's discount
on the Bonds of $ ) plus interest accrued (accrued interest to be deposited into the Interest and
Sinking Fund and premium to be deposited into the Interest and Sinking Fund and applied to paying principal)
thereon to date of delivery pursuant to the terms and provisions of a Purchase Agreement xvith the
Underxvriter. It is hereby officially found, determined, and declared that the Bonds have been sold pursuant
to the terms and provisions of a Purchase Agreement in substantially the form attached hereto as Exhibit B,
xvhich the Mayor of the Issuer is hereby authorized and directed to execute. It is hereby officially found,
determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The
Initial Bond shall be registered in the name of FIRST SOUTHI4ZEST COMPANY..
Section 17. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form
and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment
thereto, and approves the distribution of such Official Statement in the reolTermg of the Bonds by the
Underxvriter in final form, xvith such changes therein or additions thereto as the officer executing the same
may deem advisable, such determination to be conclusively evidenced by his execution thereof. The
Preliminary Official Statement, dated August 1, 2003, is hereby approved and deemed final as of its date, as
required by SEC Rule 15-2-12, and the distribution and use of the Preliminary Official Statement prior to the
date hereof is hereby ratified and confirmed.
Section 18. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The
Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City Secretary of the
Issuer is hereby authorized and directed to attest an Escroxv Agreement in substantially the form attached
hereto as Exhibit C. In Addition, the Mayor is authorized to execute such subscription for the purchase of
U. S. Treasury Securities, State and Local Govemment Series, or the purchase of direct obligations of the
United States of America as may be necessary for the Escroxv Fund, and to authorize such contributions as
may be necessary for the Escroxv Fund.
Section 19. NOTICE OF REDEMPTION. That there is attached to this Ordinance, as Exhibit
D, and made a part hereof for all purposes, a notice of prior redemption for the Refunded Obligations to be
redeemed prior to stated maturity, and such Refunded Obligations described in said notice of prior redemption
are hereby called for redemption and shall be redeemed prior to maturity on the date, place, and at the price
as set forth therein.
25
Section20. NOTICE TO PAYING AGENT/REGISTRAR AND PUBLICATION. The
Refunded Obligations described in Exhibit D attached hereto are so called for redemption, and The Batik of
New York Trust Coml2ar~y of Florida, N.A. and Bank of Oklahoma as Paying Agents for the Refunded
Obligations, is hereby directed to make appropriate arrangements so that such Refunded Obligations may be
redeemed at said Banks on the redemption date. A copy of such Notice of Redemption shall be delivered
to the Paying Agent/Registrar so mentioned and published in the Texas Bond Reporter.
Section 21. iNTEREST EARN1NGS ON BOND PROCEEDS. The eamings derived from the
investment of proceeds from the sale of the Bonds shall be used along xvith other Bonds proceeds as
described in Section 1 hereof; provided that after completion of such project, if any of such interest eamings
remain on hand, such interest eamings shall be deposited in the Interest and Sinking Fund. It is further
provided, hoxvever, that interest eamings on the Bonds proceeds xvhich are required to be rebated to the
United States of America pursuant to Section 12 hereof in order to prevent the Bonds from being arbitrage
bonds shall be so rebated and not considered as interest eamings for the purpose of this Section.
Section 22. REASONS FOR REFUNDING. The Issuer deems it advisable to refund the
Refunded Obligations in order to achieve a debt service savings of approximately $ and a net
present value savings of $
Section 23. APPROPRIATION. There is hereby appropriated for transfer to the Interest and
Sinking Fund, from available funds, moneys sufficient to pay the interest and principal coming due on the
Bonds on December 15, 2003.
Section24. iNSURANCE. The Issuer approves the insurance of the Bonds by
and the payment of such premium and covenant to
comply xvith all of the terms of the insurance commitment, a copy of xvhich is attached hereto as Exhibit E
and is hereby adopted by this Ordinance.
Section 25. PUBLIC NOTICE. It is hereby officially found and determined that public notice
of the time, place and purpose of said meeting xvas given, all as required by Chapter 551, Texas Govemment
Code.
Section 26. SEVERABILITY. The provisions of this Ordinance are severable; and in case any
one or more of the provisions of this Ordinance or the application thereof to any person or circumstance
should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder
of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or
circumstances other than those as to xvhich it is held invalid shall not be affected thereby.
26
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The folloxving information is referred to in Section 15 of this Ordinance.
I. Annual Financial Statements and Operating Data
The financial information and operating data xvith respect to the Issuer to be provided annually in
accordance xvith such Section are as specified (and included in the Appendix or under the headings of the
Official Statement and Tables referred to) beloxv:
TABLE 1 through 2, and 11 through 13, 15 and 21 through 25 of Appendix A
and the ANNUAL AUDIT
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements referred to m paragraph 1 above.
EXHIBIT B
PURCHASE AGREEMENT
THE PURCHASE AGREEMENT HAS BEEN OMITYED AT THIS POINT AS IT
APPEARS IN EXECUTED FORM ELSEWHERE IN THIS TRANSCRIPT.
EXHIBIT C
ESCROW AGREEMENT
THE ESCROW AGREEMENT HAS BEEN OMITTED AT THIS POINT AS IT APPEARS
IN EXECUTED FORM ELSEWHERE IN THIS TRANSCRIPT.
EXHIBIT D
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Paris, Texas has called for redemption the
outstanding Certificates of Obligation of the City described as folloxvs:
CITY OF PARIS, TEXAS Certificates of Obligation, Series 1993, dated August 15, 1993,
maturities December 15, 2004 through December 15, 2013, in the aggregate principal amount
of $3,220,000, to call date of the Certificates of Obligation so called for redemption at The
Bank of Nexv York Trust Company of Florida, N.A.. Call Date: December 15, 2003.
On December 15, 2003, interest on the Certificates of Obligation shall cease to accrue and be
payable.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Certificates of Obligation and in accordance xvith the recitals
and provisions of said Certificates of Obligation.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of
payment of said and Certificates of Obligation called for redemption xvith funds sufficient to pay the principal
amount of said Certificates of Obligation and the interest thereon to the redemption date. In the event said
Certificates of Obligation, or any of them are not presented for redemption by the date fixed for their
redemption, they shall not thereafter bear interest.
IN COMPLIANCE xvith the Economic Groxvth and Tax Relief Reconciliation Act of 2001 (the
"Act"), the broker reporting requirements, the redeeming institution is required to xvithhold 30% of the principal
amount of your holdings redeemed unless they are provided xvith a W-9 Form certifying your social security
number or federal employer tax identification number. Any questions regarding this notice may be addressed
to The Bank of Nexv York, Nexv York, Corporate Trust Department, Attention: Bondholder Relations,
1-800-882-6559.
NOTICE IS FURTHER GIVEN that the Certificates of Obligation should be submitted to either of
the folloxving addresses:
Mail Delivery or Hand Delivery
The Bank of Nexv York
Corporate Trust Operations
111 Sanders Creek Parkxvay
E. Syracuse, N.Y. 13057
Curtis Fendley, Mayor
City of Pads
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Pads, Texas has called for redemption the
outstanding Certificates of Obligation of the City described as folloxvs:
CITY OF PARIS, TEXAS Certificates of Obligation, Series 1994, dated August 15, 1994,
maturities December 15, 2005 through December 15, 2014, in the aggregate principal amount
of $3,485,000, to call date of the Bonds so called for redemption at Bank of Oklahoma. Call
date: December 15, 2004.
On December 15, 2004, interest on the Bonds shall cease to accrue and be payable.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Certificates of Obligation and in accordance xvith the recitals
and provisions of said Certificates of Obligation.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of
payment of said Certificates of Obligation called for redemption xvith funds sufficient to pay the principal
amount of said Certificates of Obligation and the interest thereon to the redemption date. In the event said
Certificates of Obligation, or any of them are not presented for redemption by the date fixed for their
redemption, they shall not thereafter bear interest.
IN COMPLIANCE xvith the Economic Groxvth and Tax Relief Reconciliation Act of 2001 (the
"Act"), the broker reporting requirements, the redeeming institution is required to xvithhold 30% of the principal
amount of your holdings redeemed unless they are provided xvith a W-9 Form certifying your social security
number or federal employer tax identification number.
NOTICE IS FURTHER GIVEN that the Certificates of Obligation should be submitted to either of
the folloxving addresses:
Mail Delivery or Hand Delivery
Bank of Oklahoma
Corporate Trust Operations
One Williams Center, lqh Floor
Tulsa, Oklahoma 74172
Curtis Fendley, Mayor
City of Pads
EXHIBIT E
INSURANCE COMMITMENT