HomeMy WebLinkAbout18603 RES - 12/18/1984RESOLUTION APPROVING AN AGREEMENT BY
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
TO ISSUE BONDS FOR
MEDICAL ?LAM ASSOCIATES
AND THE BOND RESOLUTION PROVIDING FOR
THE ISSUANCE OF SUCH BONDS
WHEREAS, auspices
Christi Industrial Development Corpora-
tion ted under the a es of the City o£ Corpus
Christi, Texas Ithe "City"); and
WHEREAS, the City Council of the City has, by written
resolutions declared that certain areas
of the City be
designated a blighted area (the "Blighted Area") pursuant to
the Development corporation Act o£ 1979, Article 5190.6,
and the rules promulgated thereunder
(the T"Act"); aamended,
and
WHEREAS, Medical Plaza Associates, a general
partnership, desires to finance pursuant to the Act the
(xoject described the Agreement (hereinafter defined)
the "Prosect"); and
WHEREAS, the Project is located within the Blighted
Area; and
WHEREAS,
the City Council believes i the best
Interests of v
the City t approve the Project in order t
promotethe sound growth of the City and the health, safety
and welfare of its citizens; and
WHEREAS, prior to the passage of this Resolution, and
pursuant to due notice,
o the City Council conducted a hearing
at which the ralpublic hadthe opportunity to make
Comments on the Project; and
WHEREAS, it is deemed necessary and advisable that this
Resolution be adopted.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF CORPUS CHRISTI, TEXAS THAT:
Section 1. The "Loan Agreement between Corpus Christi
Industrial Development Corporation and Medical Plaza
Associates" (the "Agreement"), in substantially the form and
substance as attached t this Resolution and made a part
hereof for all purposes,is hereby approved, and Bonds an
the principal amount of 09,550,000, may be issued pursuant
thereto for the purpose of paying the cost of acquiring and
constructing or ca rng to be acquired and constructed the
Project as defined and described therein.
18603
Section 2. The "Resolution Authorizing the Issuance of
Corpus Christi Industrial Development Corporation Pevenue
Bonds, Series 1904 and the EXeCtli1On of a Trust Indenture
(Medical Plaza Associates rolect)", substantially the
form and substance attached to this Resolution and made a
part hereof for all purposes, is hereby specifically
approved, and the Bonds may be issued as provided for
therein.
Section 3. The City Council approves the Project and
finds (i) that the Project will contribute significantly to
the fulfillment of the redevelopment objectives of the City
for the Blighted Area by increasing employment opportunity,
increasing the property tax base and promoting
within s
the City and the State of T and (ii) that
Project is in furtherance of the publicpurposes of the Act.
Section 4. The necessity to approve the Agreement of
the Corpus Christi Industrial Development Corporation to
issue bonds for Medical Plaza Associates, and the Bond
Resolution providing for the issuance of such bonds creates
public emergency and an imperative public necessity
requiring the suspension of the Charter rule that no ordi-
nance
solution shall be passed finally on the date of
itsintroduction but that such ordinance or solution shall
be read at three s rat meetings of the City Council, and
the Mayor, having declared that such emergency and necessity
exist,
having requested the suspension of the Charter rule
andthat this Resolution be passed finally on the date of
its introduction and take effect and be in full force and
effect from and after its passage, IT IS ACCORDINGLY SO
RESOLVED.
SIGNED AND SEALED the
(SEAL)
APP
-R
,O
OVED
/df day of 0,9 , 198f(.
J. Bruce , •City Attorney
By.
LOAN AGREEMENT
BETWEEN
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
AND
MEDICAL PLAZA ASSOCIATES
999991,67199999*****
The Corpus Chrastr Industrial Development Corporataon
has granted asrty Interest a and assigned T MBank
Corpus Chrrstl,NcA s Trustee under the Trust Indenture
dated as of the date hereof, all of Its Interests in all
"Installment Loan Payments" due pursuant to and under this
Loan Agreement t eRevenue Bonds, Series 1984
(Medical Plaza AssocsiatesProleci)
DEBTOR SECURED PARTY
Medical Plaza Associates Corpus Christi Industal
1800 Guaranty Bank Plaza De ✓elopment Corporatrrion
Corpus Chrrsta, Texas 78475 302 South Shoreline
Corpus Christi, Texas 78408
ASSIGNEE
MBank Corpus Christi, N A , Trustee
500 North Shoreline Blvd
Corpus Christi, Texas 78401
1WR FINAL DRAFT 12,14,84
TABLE OF CONTENTS
(The Table of Contents
Is not a part of the Loan Agree-
ment but vs for convenaenceof reference only )
PAGE
Parties
ARTICLE I
DEFINITIONS, GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS
Section 1 01. Defanatvona 1
Sects on 1 02 General Recotals, and Representataonsvn vngs,
4
ARTICLE II
THE PROJECT
Sectvon 2 01 Approvals and Permvts
Section 2 02 Acquisition and Construction
ARTICLE III
FINONCING THE PROJECT, TITLE AND OPERATION
Sectvon 3 OS The Loan
Section 3 02 Security for the Loan 9
Section 3 03 Repayment of Loan 9
Section 3 04 Title 11
Section 3 05 Operation 11
Sectvon 3 06 Indemnvtves 11
Section 3 07 Issuer's Lamlted Laabalaty 12
ARTICLE IV
THE BONDS
Section 4 01 Issuance o£ Bonds 13
Section 4 02 Refunding of Bonds 14
Section 4 03 Redemption of Bonds
Section 4 04 Installment Loan Payments
Section 4 05 No Arbitrage
Section 4 06 x-Erempt Status of Interest on
the Bonds and Mandatory Redemption
Section 4 07 Payments to Issuer
ARTICLE V
COVENANTS AND REMEDIES
Section 5.01. Covenant
Section 5 02 Trustee and Remedies
Section 5 03 General Provisions
Section 5 04 Amendment o£ Agreement
Section 5 05 Indemnification of Trustee
ARTICLE VI
SPECIAL COVENANTS
Section 6 01 Partnership Existence
Section 6 02 Assignment
Sec -Son 6 03 Financial Reports
Section 6 04 Term of Agreement
Section 6 05 Termination
Section 6 06 Notices
Section 6 07 Severability
Section 6 08 Additional Security
Eiecution by the Issuer
Execution by the llser
Erhrbrt A
PAGE
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28
A-1
LOAN AGREEMENT
This Loan Agreement datedo£ December 1, 1954,
between Corpus Christ. Industrial Development Corporatdon
and Medical Plaza Associates
WITNESSETH
ARTICLE I
DEFINITIONS, GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS
Section 1 01 DEFINITIONS In addition to all other
words and terms defined herein, and unless a different
ening or Intent
clearly from thecontext,
following wordsand t e£olowingmeanings,
respectively, whenever they are used heren
Act - The Development Corporation Act of 1979, as
amended (Article 5190.6, V A T C S)
Agreement -This a Agreement, together with E<hibit
ached t this Loan Agreement, and all amendments and
supplements to this Loan Agreement
Approving Officer - A malority of the persons
designated by the User in a wrmtten authordzatIon delivered
to the Trustee to act on behalf o£ the User
Article - Any subdivision o£ this Agreement designated
with a roman numeral
Board or Board of Ddrectors - The lawfully gualr£red
board of directors of the Issuer
Bondholder - The registered owner of any Bond
Bond Counsel - An attorney or firm of attorneys experi-
ended In tv
relating to m icipal bond law and the tax
of interest on bonds o£ s and their political
subdavisrons, selected by the Issuer and satisfactory to the
Trustee and the User
Bond Resolution - The Initial Bond Resolution and each
resolution of the Board oDdrectors authorizing
Bonds (includrngt
the T Indenture prescribeds
su-
nand
authorized to be ted in theInitial Bond Resolution)
together with any supplemental resolutions or amendments to
such resolutions or such Trust Indenture
Bonds - Any and all revenue of the
and delivered to finance and pay for call o any epart of the
Cost of the Protect pursuant to the Act and this Agreement,
Including initial series or issues of revenue bonds and
revenue bonds Issued to finance and pay for all or any part
of the Cost of completing the Prolect, and any revenue bonds
issuedfor theputloose of refunding or replacing any Bonds
Code - The Internal Revenue Code of 1954, as amended
Commission - The Texas Economic Development Commission,
and Its successors and assigns
Construction Fund - The segregated account or accounts
into which certain proceeds from the sale and delivery of
each series of Bonds will be deposited as provided In each
Bond Resolution (excepting any Bond Resolution authorising
revenue bonds to refund anyBonds)
Cost - With respect to the Pro,ect, the cost of acqui-
sition, construction, reconstruction, improvement, and
expansion of the Pro,ect as provided in the Act, including,
without limitation, the cost of the acquisition of all land,
rights-of-way, property rights, easemnts and interests,
the cost of all machinery and equipment, financing charges,
Interest during construction, necessary reserve funds, cost
of estimates and of engineering and legal services, plans,
specifications, surveys, estimates of cost and of revenue,
other expenses necessary or incident to determining the
feasibility and practicability of acquiring, constructing,
reconstructing, improving, and expanding any such Project,
administrative expense, and such other expense as may be
necessary or Incident to the acquisition, construction,
reconstruction, improvement, and expansion thereof, the
placing of the same in operation, and the financing of the
Pro,ect
Credit Rank - MBank Corpus Christi, N A , a national
banking association which has agreed to issue the Initial
Letter of Credit with respect to the Series 1984 Bonds,
together with the issuer of any substitute Letter of credit
Issued In connectional) the Series 1984 Bonds.
Debt Service Fund - The segregated account or accounts
in which Installment Loan Payments and draws Under the
Letter of Credit will be deposited as provided in each Bond
Resolution
Deea of Trust - The Deed of Trust and Security Agree-
ment - Financing Statement, dated as of December 1, 1984,
from the User to the trustee named therein
Governmental Unit - City of Corpus Christi, Texas, a
political sdbdasion of the State of Texas.
Inducement Date - March 7, 1984
Inrrral Bond Resolution - The Bond Resolutron adopted
by the Board of Drrectors, authorrorng the Issuance and
dellvery of Corpus Chrasti Industrial Development
Corporation Revenue Bonds, Series 1984 (Medical Plaza
Associates Pro5ect) in the aggregate principal amount of
$9,550,000
Issuer - Corpus Christi industrral Development
Corporatron
Installment Loan Payments - Payments required to be
made by the User to the Trustee to amortize each serres or
issue of Bonds, as provided for in the applacable Bond
Resolution, IncludIng (1) the prdnorpal of, redemptron
premium, If any, and interest on such Bonds when due (whe-
ther at stated maturity, upon redemptron prror to stated
maturity, or upon acceleratron of stated maturrty) (2) any
agreed liquidated damages owed by the User to the Bond-
holders or former Bondholders, (S) any rutevest. Pe091005s,
reasonable costs and expenses incurred by the Bondholders or
former Bondholders in connectron with a Determlnatron of
Tarabllity required to be rermbursed to such Bondholders or
former Bondholders by the User, as provided In the Bonds,
(4) all fees and expenses of the Trustee, Regrstrar, and any
Payrng Agent for such Bonds, and (5) any other payments
requrred to be pard by the Agreement, the Bond Resolution or
the Trust Indenture, other than the fees and expenses of the
Issuer.
Letter of Credit - Any letter or letters of credrt, as
descrIbed and further defrned in Secrron 6 08 herein, Issued
to the Trustee for the account of the User by a Credrt Bank
as securrty for the Serdes 1984 Bonds, IncludIng the InItral
letter of credit for the Serres 1984 Bonds and any
successive letter of credit Issued In substitution or
extenslon thereof
Loan - The loan of the proceeds of the sale of the
Bonds as descrIbed In Sectron3 01
Paying Agent - The Trustee and any other paying agent
for an issue or serves of Bonds named In the Bond Resolutron
authora.ing such Bonds
-f3,70:e„-,sTdeesc1Thei'd i'nuttlOrt'A Ico'ugf:nAtdreeMent't'"'
Project Location - The City of Corpus Chrrsti, Texas
Regrstrar - The regrstrar for the Bonds named In the
Bond Resolutron
Regulations - The regulations promulgated by the United
States TreasuryDepartment pursuant to the Code
Reimbursement Agreement - The Reimbursement Agreement
dated as of December 1, 1984, between MBank Corpus Chrrstr,
N A and the User
Section - Any subdivasson of thrs Agreement designated
by arable numerals
Securrty Agreement - The Securrty Agreement, dated as
of December 1, 1984, between the User as debtor and mank
Corpus ChrIsti, N A , Trustee, as securedParty
Series 1984 Bonds - The Bonds authorized by Issuer In
the Initial Bond Resolution being Corpus Christi Industrial
Development Corporation Revenue Bonds, Serves 1984 (Medscal
Plaza Associates Progect) in the aggregate prancrpal amount
of $8,550,000.
Trust Indenture - The trust indenture, including all
supplements and amendments thereto, prescribed an and execu-
ted and delrveredpursuant to the Initial BondResolutIon.
Trustee - The corporate trustee named under the Trust
Indenture, and Its successors or assrans
User - Medical Plaza Assocrates, a partnershrp
organized and exIstIng under the laws 00 191 State of Texas
and fully gnallfred to transact busrness in the State of
Texas, and Its herernpermItted successors and assigns
References In the sangular number In this Agreement
shall be consrdered to anclude the plural, if and when
appropriate
Sectron 1 02 GENERAL RECITALS, FINDINGS, AND REPRE-
SENTATIONS (a) The Issuer Is a nonstock, nonprofit
snclustrral development corporatron organized and existing
under the laws of the State of Texas, including particularly
the Act
(b) The Issuer. is a duly constrtuted authority and
publIc Instrumentality of the Governmental Gust, a golf...cal
subdavasIon of the State of Texas, wIthrn the meanIng of the
Regulations and the rulings of the Internal Revenue Service
prescribed and promulgated pursuant to SectIon 103 of the
Code, and the Issuer rs functronIng and actang solely on
behalf of the Governmental Unit
(c) The User is fully qualafied to transact business
In the State of Texas, and as fully authorrsed by law and
partnershipproceedings to execute thrsAgreement
(d) Thrs Agreement is authorrred and e-ecuted pursuant
to GPPlIcable laws, including theAct
4
(e) The User has requested the Issuer to finance the
Cost of theProject
(f) Issuer has determined, an the public Interest,
that It will finance the Cost of the Project, and loan money
to the User for such purpose in the manner provided in the
Act and this Agreement.
(g) The governing body of the Goivrnmental unit has
aPProved this Agreement by written resolution as required by
the Act
(h) The Issuer and the User have taken all action and
have complied with all provasions of law with respect to the
execution, delivery and performance of this Agreement and
the due authorization of the consummation of the transac-
tions contemplated hereby, and this Agreement has been duly
executed and delivered by, and constitutes a valid and
legally binding agreement of, the Issuer and the User,
enforceable against the respective parties in accordance
with Its terms
(1) The execution of this Agreement and the perfor-
mance of the transactions contemplated hereby will not
violate any law or regulation, or any Articles of Incorpora-
tion, Charter, or Bylaws, or any partnership agreement, or
any judicial order, judgment, decree, or inJunction, ar
contravene the proiisions of or constitute a default under
any agreement, Indenture, bond resolution, or other
Instrument to whichthe Issueror the User is a party
(j) The User represents to the Board and the Commis-
sion that (1) the Project wall contribute to the economic
growth or stability of the Governmental Unit by (aa) In-
creasing or stabilizing employment opportunities in the
Governmental Unit, (bb) significantlY inereaaing or ata-
bilizing the property tax base of the Governmental Unit and
(cc) promoting commerce within the Governmental Unit and the
State of Texas, (2) It has no present intention of disposing
of or abandoning the Project, and (3) it has no present
intention of using or moving any portion of the Project out
of the State of Texas or directing the Project to a use
other than the purposes represented to the Governmental Unit
and the Commission
(k) There as no action, suit, proceeding, inquiry or
Investigation, at law or an equity, before or by any court,
public board or body pending or threatened against the
Issuer, ,herein an unfaiorable decision, ruling or finding
would adversely affect the existence of the Issuer or whach
would adversely affect the xalidity or enforceability of any
portion of this Agreement, the Trust Indenture, the
Guarantee, the Bond Resolution or any other agreement or
Instrument TO Wh1Ch the Issuer is a party which is used or
contemplated for use ummatvon of the transactions
contemplated hereunder or thereunder
(1) The User further represents o
t the Board and the
Commossaon that (1) the Project tas located wathan or
adjacent to a desognated bloghted area, (2) the Caty of
Corpus Christa has approved the Project and has found that
2efllm wthe Baa) rvbute cant„y the
£ act �elopmea ob]bectavei o£ t e cat
the p0b10desagaped blighted area and (b ( s in urtnot, whale
the public purposes of the Act, and (3) a will n whale
the Bonds are on thendinn derect the Project, a not
author -1.d andhin the ales le blvghted are as defined by
on
the Act, and the rules promulgated by a the Commvssa on
pursuant to the Act
NOW Bone,sideration of to ants and
agreements hereon made, and subject to the condatdons herein
set forth, the Issuer and the User contract and agree as
follows
ARTICLE II
THE PROJECT
Section 2 01 APPROVALS ANOP ERMITS The Issuer and
use
the User agree totheir bestefforts to obtain the
necessary approval ofthis Agreement by the Commission as
required by the Act, prior to the Issuance of the Bonds, and
the User agrees to use its best
efforts all Other
ary with r thes quisition, construc-
tion,
permits
ng, and furnishing of the Project
Section 2 02 ACQUISITION AND CONSTRUCTION (a) The
Project shall be acquired, constructed, equipped, and fur-
nished with all reasonable dispatch, and the User will use
its beia shacquisition, construction,
equipping,a furnishing to be completed
s s practi-
cable, delays Incident t rakes, riots, acts not God, or
the public enemy, others rbeyonda the reasonable
en orcauses
control of the User only excepted, , but of for any reason
there should be delays in xe e acquisition,
pos• tponem antl furnishing there s o dvminube in or
postponement u [aliment t Payments to be made by
the User hereunder, and no resoling liability on the part
of utissuer
(0) The User shall acquire,ruequip, and
furnish the Pcause the Project to be acquired,
constructed, ped and furnished and the Issuer shall
have no responsibility or liability whatsoever with respect
to the Project and the acquisition, construction, equipping,
s
and £drnashing thereof It v agreed and understood that
the User has entered into and executed and wall enter
and evecute all
agreements and c
and accomplish t lquip-
pang, and furnishing c of the Project (and construction, that the Issuer
shall not
cute any such a contracts) and that
the Usercarry rry out, pages supervise, and enforce all
such agreements and contracts, and wall provide for such
Insurance o
and in
cowith the acquisition, o
• tequippi g,andcfurnishing of the Project a at
deemsnecessary o advisable o required by law, this
Agreement, the Deed of Trust The User shall pay, from
proceeds from the sale and delivery of the Bonds loaned to
t pursuant to this Agreement, and from any available income
or earnings derived therefrom, and from other funds of
the
User to e extent Ce
the of the Pro-
ject TheUsshall promptly pay n all taxes, including
specifically all salestaxes
and ad valorem taxes,
connection with the Projectand the acquisition, nstrucn
egtipprng, and furnishing thereof The Issuer shall
loan c n
proceeds from the sale of the Ponds t the User
o be used by rbythe User to pay all or part of the Cost of
the Project, vn accordance with procedures to be established
7
in any applicable Bond Resolution, including provisions far
reimbursing the User for paying all or any part o h Cost
Under the aforesaid a s for fthe c
acqui-
sition, construction, equipping, d contracts
r furnishing of the
Project prior to the User's receipt of the Loan as herein-
after provided It is specifically provided, however, that
none of the proceeds from the sale of the Bonds will be used
to elmburse the User for, or to pay (and the User
covenan
ees
paymenttfor)a any part of not
theeC a Prreimbursement
such ru
r payment would result i violation of any of the User's
covenants contained rn Section 4 06. Each Bond Resolution
(excepting any Bond Resolution authorizing revenue bonds to
refund any Bands) shall contain appropriate provisions with
the awn on end edmrn-
astered asoprovaded in each Bontl Resolution
ARTICLE III
FINANCING THE PROJECT,
TITLE AND OPERATION
Section 3 01THE
LOAN The i shall make the
Loan to the User byaepositang Into the Construction Fund
(or such other fund as apecafrcally provided In the Bond
solution) the proceeds from the sale of Bonds rn such
amount s provaaded a each Bond Resolutron The amounts
on
deposited shall be advanced an the manner provided in the
Bond Resolution, and the User shall repay the Loan by making
the Installment Loan Payments as provided on this Agreement
and the Bond Resolution
Section 3 02 SECURITY FOR THE LOAN The oblvgatvons
o£ the User
under than Agreement s i general
oblagationso£ the User. Prior to or somultaneously with
u
the v of the Bonds, the Issuer wrlla sign to the
Trustee under the t a of the Trust Indenture all of the
Issuer's rght, title,and Interest rn and to the Install-
ment Loan
tall -
Loan Paymentsn add Cron, 1t cognrzed and
understood that the Deedof Trust
t has been elven by the User
as n
addiivonal s n
sty for the payment of Installment Loan
Payments for theo
benefit o£ the of the Bonds
Additionally, It Is recognized andunderstood that the
Security Agreements have been given by the User as
addrtional securmty for the payment of Installment Loan
e benefit of the a Bonds In
the U s
Issued
r has c etredrt t
payments
£the
and delivered t the Trustee, for the bene£vt o£ and
on behalf of the Bondholders, which Letter of Credit may be
drawn on as provided In the Bond Resolution, the Trust
Indenture and Bectaon 6 06 hereof
Sectron 3.03T OF LOAN (a) Notwethstandrng
any provision erpressly ErInferential ly to the contrary
contained hereon, the User uncondltronally agrees that it
shall make Installment Loan Payments to the Trustee (pursu-
ant
othe aforesaid a srgnment by the Issuer) in lawful
money of the United States
o£ America, and v such amounts
and shall be necessary to
full and prompt paym no£ enable
s e
1) the prrincipal
of, redemption premium, if any, and v all Bonds
t
when due (whether a stated maturity, upon redemption prior
to stated maturaty,oupon celeration of stated m -
Ity), (2) any agreed Irgurdatad damages owed by the User to
the Bondholders or former Bondholders, (3) any
o
penalties, reasonable costs and expenses redby e
re aothe
rn o
Bondholders former Bondholders ectlon with
Determanatvon of Taxability required to be reimbursed to
such Bondholders or former Bondholders by the U all a
provided r Bonds, (4) all fees a expenses o£ t
Trustee, the Regotray, and any Paying Agent for such Bonds,
9
and
er amounts
rred to
Agreement, each achihBond Resolution and the be
paid
Indenture
niurea
Upon the i and delivery of Bonds to the initial
purchaser thereof, and the deposit of the proceeds derived
therefrom into the accounts established v the Bond Resolu-
the U shall h e ved, and the Issuer shall
have g
full and c complete c srderatlon F the Use
obligatron hereunder to make Installment Loan Payments he
User
Obligations of the U er to make the payments required by
this Agreement shallbe absolute and unconditional, and
shall not be subject to diminution by set -o££, recoupment,
counterclaim, abatement, or otherwise, and u fal such tame
as all Installment Loan Payments shall have been made o
provrsaon therefor shall have been made in accordance with
each Bond Resolution and the Tu t Indenture, the U (1)
wall no suspend or dascontlnue,or permit the suspension o
discontinuance of, any payments provided for an this Agree-
ment, wall perform and observe all of i other agree-
ments In this Agreement, and (1.1) wall not
termlnate
thrs Agreement for any cause including, without
limatangthe generality of the foregoing, failure of the
Project to comply with the plana and speca£icatvona there-
for, any a instances that may constitute failure
of c srderata n, destruction of, or damage to the Project,
frustration o£ commercral purpose, any change In the tax or
other laws or admintstrative rulings of or adminastratrve
actions by the Untied States of America, the State of
Texas, or any political subdlvlsvon of either, or any
failure of the Issuer
o perform and observe any agreement,
whether expressed or. rmplaed, or any duty, liability,
oblagataon a eof o h
connection with i s Agree-
othingc tamed v [hos Section shall be construed
to release the Issuer from the performance of any of the
agreements on its part <oned herein; and v v
the event
the Issuer shall fall to perform any such agreement on its
part, 6e the U may institute s ae the Issuer
as the ,
may d necessary o na compel performance,
provided that no suchaction shall violate the agreements on
the part of the User contained an Ulla section or postpone
or tl isoh the amounts required to be paid by the User
pursuantthis Agreement.
(b) Notwithstanding the foregoing, It Is the
Intention
o£ the parties hereto t L
conform strictly t applicable
usury laws of the State of Teas and the United States of
America, and any provision for any payment contained herein
and inuch Bonds shall be held to be subject to reduction
to the s amount allowed under said usury laws aa n or
hereafter construed b£ the courts haying jurasdactaonThis
provision shall be held t 02
roperate to deny the owners of the
Bonds the right, an any event, to collect usury
Section 3 04 TITLE The Issuer shall have no right,
title, Interest rn and to the Project Except for making
10
the Loanto the Ce
User from the s and In the manner
r n
provided a s Agreement, the Issuer hall not be responsable o liable r any mannerfor. any claims, losses,
damages, penaltves,costs, taxes,o r fines with respect to
the acgulsitien, ca atructlon, equipping, furnishing,
Potallataon, operation, maintenance, or ownership of the
ctr3OPERATIONhe User
covenants operate and n
a in the
v
o s Project, or
sethe Project to be operated and maintavned, and 111
pay, or
cause to be pard, ll costs and enpenses of opera-
tion and m intenance ofthe Project, including all applica-
ble taxes,d that it wall keep,or uo be kept, an
Project as required by the
Deed force o£ T understood and agreed that the Issuer
shall have Trust dutaesr
o esponarbvl tves whatsoever with
respect to the operatlonor maintenance of the Project,
the performance of the Project for Its designed purposes or
Section s 06rectorsENNITIE d agents, erreleases the
its officers, directors, employees Tan er. the Issuer,
and the Co0ernmental Unit, its Caty Council, andyees, agents, tofficerss,
agents, attorneys, employees and the members of Its govern-
ing body (collectively the 'Indemnlfled Parties")from, and
the Indemnified Partres shall not be liable for, and the
and shall protect, lndemna£y, defend, and hold
the Indemnoeaed Parties harmless from any and all Ilabalaty,
expense, damage or loss of whatever nature (ancludvng,
but not limited t attorneys' fees, litigation and court
era
drsonargemeiudgments) d settlement,
ii, acc amounts pard
art Ing uoftering, connection
deivverth, or related t0 (a) the
theIssuBond oResolutlon, the Trust Indenturey or , nandithls of the Agreement
and the obis irons Issuer hereby
and ga vmposed the hereby d
thereby, r he desIgoccupancy,
construction, �o stallofthe
operetton, use, wrItancy, statements
e, or ownership o£ the
Project, (yvi any User
ten ytatemtnts or erpreseemployee made
r given by ed User es any of ata partners,or o employees, to
the Iaser, o ed Parties, the Trustee, o any underwriters o
purchasers of any o£ the Honda, wvth respect i the Issuer
the lvmvted tot statements o ect, or the Hands, Including, facts,
but not
repieseff ars, £ 11cts, finan-
or 1d mage Incurr or ptheIssuer as acre, and (1 12) any nloss
r damage In treed by the Issuer a a result of r of atacn by
he
the User oftheprovisions se Sects ons 4 OS or 4 and
The
fulls saons o£ the preceding sentence ce hall remain and be i
fuexpll force and effecte cl 0n ref li byali ty,
drreotl or an or lops re cl ram therefor by any of, or,
directly orl Isarece t results from, erases out sen
relates to or r ed wtoho have resulted from, a cut
of, or related s to, vn whole or a part, one or. more
11
egllgent acts or
omossoons
of the C mmissoon, the Issuer or.
the Governmental UnitIts Cvty Council, officers,
directors, employees, agents, servants, or any other party
actong for or n behalf of the Commassvon, the Issuer or the
Governmental U h the matters set forth
Ins (v) thrtough (oiii of said sentence a
Section 3 07 ISSUER'S LIMITED LIABILITY It Is
cognized that the Issuer's only source of funds with which
to carry out Its commitments wath respect to the Prolect and
thos Agreement will be from the proceeds from the sale of
the bonds,, and ot as
expressly agreed that the I shall
o
have liabollty, obllgationr o responsibility wath
respect to this Agreement the Prolect except to the
extent of funds available from such Bond proceeds If, for
any reason, the proceeds from the sale of the Bonds are
not
Cost
su££vcvent to pay all the C o£ the Prolect, the User
shall complete the Prolect and pay all such Cost from ots
n funds, but ot shall not be entitled to reimbursement
therefor unless additional Hondo are Issued for
s uch pur-
pose, any diminution i r postponement ofany pay-
ment, required to be made by the User hereunder.
12
ARTICLE IV
THE BONDS
Section 4 01 ISSUANCE OF BONDS (a) nsadera-
non oF forth o a
Agreement, he enable the sI sue a Bonds this
carryout
to as stand purposes hereof, hthis Bonds,Agreement executle
o
provide for the due and punctual Issuanceof
by the User ond to the
Trustee of the Installment Loan Payments The User shall
make the Installment Loan Payments, for the benefit o£ each
r issue of Bonds, o the Trustee for deposal into
tion Debt Service Fund as provided in each Bond Resolution
(b) Simultaneously Wath the authorization of than
Agreement by the Board of Directors, such Board has adopted
the Initval Bond Resolution The User hereby approves the
Initval Bond Resolutoon, including the Trust Indenture
authorized thereonsach Band Resolution authorizing addi-
tional Bonds shall besubtect to the written approval of the
Approving O£focer and the provisions of anys uch Bond
or
Resolution shall not be banding o effective upon the User
unless and until such approval esvveIt is hereby
agreed that the foregoing approval of the Initval Bon
Resolution and the Trust Indenture, and any approval of any
Bond
nd Resolution authorizing the Issuance of additional Bonds
constitutes the acknowledgment andagreement of the User
that such Bonds, when Issued and dellaered as provided a
such Bond Resolution, will be Issued v accordance with and
in compliance with this Agreement, notwithstanding any other
provisions of this Agreementoany other contract or
agreement to the contrary Any Bondholder is entitled to
c
rely fully and o
ondotionally any such approials
Notwithstanding any provvsaons ofthis Agreementoany
contractother agreement
, the User's
approval o£a y Bondo
solution (vncludvng the Trust Inden-
ture
authorised uthord by the Initial Bond Resolution), shall be
theu
User's agreement that all covenants and provlsions in
uch Band Resolution and the Trust Indenture affecting the
User shall, upon the delivery of such Bonds and the Trust
Indenture, become vcondataonal, valid, and banding c
end obligationsof the User so long a said a and
theInterest
thereon are outstanding and unpaid Particu-
larly,
the obligation of theUser to make, promptly when
due, all Installment Loan Payments specified in ach Bond
Resolution and the Trust Indenture shall be absolute and
aand obligation may be enforced as
ovided� Is
e ondA and
the Trust
Indenture,
r
egardless na
of snother monsoonsof this Agreement any
other contract or agreement to the contrary Upontherequest oof the Lser, and only upon its request, the Issuer
may, when, an the opinion of the Issuer, at becomes neces-
sary or advisable, authorize and use its best efforts to
13
sell and delayer additional Bonds,
In onemore oepaya e
Issues,
aggregate pra ncapal amounts suffi1 cient to pay the
Cost of the Prol act
Sectoon 4 02. REFUNDING OF BONDS After the
Issuance
a
o£ any Bonds, the I shalland any ofthe Bonds
or change o modify theBonds in
any way, except as provided
for on the Bond Resoluta.=, wath.ut the priorw ritten
approval of the Approvvng Of£acer, nor shall the
redeem any B scheduled maturities, su
Change modify P Bond ththe prior
writteno approval of y the Approv ng o Officer, u unless such
redemption as required by a Bond Resolution
Sectvon 4 03 REDEMPTION OF BONDS Provisvon shall be
made in each Bond Resolution for the redemption of Bonds
prior tor e
sty, ss such i and conditions a shall
be s forththereonThe redemption of any outstanding
Bonds prior to maturvty at any tome shall notrelieve the
Its
User of v ondataonalobligation to pay each x ang
InstallmentLoan Payment as specafled on any Bond Resolution
or the Trust Indenture
e
The U also shall comply with and
e bound by all p anions of thos Agreement and of
each
Bond Resolution and the Trust Indenture with respect to the
mandatory and optional redemption of Bonds
Section 4 04 INSTALLMENT LOAN PAYMENTS (a) Payment
of all Installment Loan Payments shall bemade and deposited
as required by each B solutvon a the TrilSt Indenture
ncludvng all such payments whack m due d because
the acceleratvon of the maturoty o ties of any Bonds
upon default, otherwvse under rather pro of the
Trust Indenture r If any suable funds von of
e heldondeposal a Debt 08
c thet eepayment of any Installment Loan Payment is
due, such payment may be reduced by the amount sof the funds
o held on deposal The User shall have theright to prepay
all or .= a portaof any Installment Loan Payment at any
tame Any such prepayment by the User shall not relieve It
f liability for each rernaonong Installment Loan Payment a
dad in than Agreement d each Bond Resolution and the
Trust and Indenture
(0) Recognvning that the Installment Loan Payments
wall be the Issuer's sole source for the payment and perfor-
mance
of Its oblagatvons t the Trustee, any Paying Agent
and the Bondholders under
each Bond Resolution and the Trust
Indenture, when any Bonds are delivered, the User shall be
unconditionally obligated to make and pay, or cause to be
made and paid, each Installment Loan Payment regardless of
whether or not the User actually acquires or completes the
Protect, owhether the User approves,
purchases, receives, r the Protect, a such
payments shall not be sublectto any abatement, Set-off,
14
recoupment, or counterclalm, and the Bondholders shall be
• vtl ed to rely on thvs agreement and representation,
notwIthstandIngany
of this Agreement any
other contract agreement t the contrary, and regardless
of the valadaty of, or
the performance of, the remainder of
thus Agreement or any other contract or agreement
sectIon 4 05 NO ARBITRAGE The Issuer
and c
herebyt h
the Bondholders
that iheyvwallmaker indirectpro-
ceeds of the Bonds atony t of
wail cause the Bonds i
be arbrirage bonds within the meaning of Section 103(c) of
the Code or the Regulations pertaining thereto, and by this
the and
the e aser a obligated to comply
with • n the r esaad Section 103(c) and
the pertanentt Reguiataons
Section 4 05 TAX-EXEMPT STATUS OE INTEREST ON THE
BONDS AND MANDATORY REDEMPTION (a) The Issuer covenants
ants
that it shall, prvor to the a of the Bonds, duly
elect o have the provIssons
of
03(6)(6)(0) of the
code apply andsuch election shall b s
accordance wtu ththe applicable Regulations The User cove-
nants that It shall furnish to the Issuer whatever an£orma-
taon Is necessary for the Issuer to make any such electron
and the User shall file with the Internal Revenue Sntvace
such supplemental a and other vn£ormatvon as are
required by the applaicablRegulataona with respect to all
capital expedrtures made, paid, or Incurred by orn behalf
of the User orany person related to the User, w6thin the
meanyng of Section 103(b)(6)(C) of the Code, vn the Prolect
Locatrnn, and In any other political lurasdactaon contIguous
thereto Itath respect to any facilities
any fatalities the Prole.,
s to orIntegrated
1
the m ang of Sections 1103-10(b)(2)(va)(e)tiand
1 103-10(d) (2)(1) of the Regulations (collectively the
"Prolect Area")
(b) The User hereby covenants that (1) substantially
all the proceeds (wathan the m nge
of Section 103(6)(6) of
the code) from the sale of the Bonds 0611 be used and
expended for amounts paid o red after the Inducement
Date for the acguvsitvon, nstr....on,r ction, or
Improvement o£ land or property of a character sublect t
the allowance for depreciation under the Code, and (II)
except as otherwise set forth In a der...date o
fur lshed to the Issuer and its Bond Counsel pry statement
Issuance of Bonds, the acquisition,trr-
• uctIon, Improvement of the Pro3ectdldl snot begin
before the Inducement Date, nor was any work performed o
any costs paid o n e by the U any other a sty
an n
Ith such acgu0s0taonuctaon, recon-
atructaonetorimprovement before the Inducement Date
15
(c) The User represents
(a) that all of the proceeds
of the Bonds a to beused Wath respect to the Project,
whack wall be located wholly within the Governmental Unat,
(al) that,
except for any person related t Be athin
the meaning of Section 103(b)(6)(C) of the Code,a User
will be the only principal user
of the Project within the
meaning of Section 103(6)(6) o£ the Code; and (111) that,
except for the Bonds, there will not be outstanding on the
date of delivery of the Bonds any oblagataons of any state,
he United States, or any
cal • toubdivi ithe ofthe
Dist lo£
Columbia toting "exempt foregoing
issu se athin to the
meaning ofSection1 10310 of the Regulations, the proceeds
ofwhichhave been or are to be used primarily with respect
o facilities located in the Project Location, or In any
political c
asdactaon with any
• tag oou• s o Integrated calataes, and which e
a o be
used principally by the User (Including any person related
to the User within the meaning of Section 103(b)(6)(C) of
the Code)
(d) The User further covenants and represents that It
no. not mac), paid,rretl and w n make, pal, or
incur any capital expendatures whack wouldcause
the
Interest on the Bonds o become subject to federal
Income
taxes pursuant to the provisIons of Section 103(0) of the
Code The User further covenants that at has not taken any
action or ted any a o be taken, a t
that I wall
not takeany a r permit any actIon to be taken, whach
would r sult a a Determanataon of Taxabalaty, as hereinaf-
ter defined, and that the User has not £Baled to take and
will not fall to take any action required to prevent the
occurrence of such Determanataon of Taxabalaty
(e) The User acknowledges that the capital a enda-
red t the preceding Paragraphs include all
capital expenditures within the Project Area and all capital
expenditures ancurred elsewhere relating to the Project,
including, wythout limitation, research and development
cents, which ornY, u any rule o r
lunder. the Code,
bet ted a tat expendarure(whether or not such
expenditure as so treated)
(f) The User further covenants that It shall furnish
to the Issuer and its Bond Counsel, prior to the Issuance o£
the Bonds, a cearacate
statement
o£ the
amount of capitala u es(oihers thosaggregateto be
£ananced from the proceeds000030of the Bonds)made, paid, or
Incurred an the Project Area or made, pald,or incurred
elsewhere with respect to the Project ("Included Capital
Eapendatures")dthe period beginning three years
before the date of ery of such Issue The User.
s that 1 wall furnish to the Trustee (a) opy cove-
nants
sof
supplemental statements required to be filed wath the
16
losnalstigUeyeteea nl0-1cthe
dand ut103-10
Ildd pcal
Expenditures (other than those mentioned In Section
103(b)(6)(F) of the Code) during the three-year pervod
beginning as of the date of issuance of the Bonds, including
all such Included Capital Expenditures not listed on the
capital expenditure certlfacate filed w2th the Internal
Revenue Service prior to the Issuance
ant of the Bonds, and (aa)
wathvn 30 days after has made,paid, or Incurred the
maximum amount of capvtal expoaendatures permitted under
Seotreffect Such mentalstatements
h )supplleo�men shall statement be fated wvth
the District Dvrector o£ Internal Revenue or the Director of
the reglonal servace
enter of the Internal Revenue Service
with whom the User's federal income tax return is required
to be filed on the due date prescribed for filing such
return (without regard t me) Each
such supplemental statement shall set forth a description of
those capital expenditures which are capital expendatures
shall
under Secoaon 103(6)(6)(0)(21) of the Code and shall take
Into account fatalities referred to in Section 103(b)(6)(E)
of the Code
covenant shall asurvlveuthe terminatvontof than Agreement Thas
(gs The Ucovenants (
that a of Ta1a-
bilaty hall notoccur, whether or not as a result of any
act2on or lnacty n by the User
(hthe trailer 'Deteinoatdion ea of Tarabalaty' on and In tas used he Form of Bond
and 111 included thereon shall mean any o£the following n
(1) Iti determined (in apanion of Bond
Counsel) that interest paid In respect of a Bond a
Includable for federal Income tax urposes an the gross
Income
r holder or
former holder o a Bond (other
thanthe Usesubstantial "related
person" as those terms are used an Sectvon 103 of the
Code); or
(ii) The Internal Revenue vIssues
ua otic(
o£ d £aclency" pursuant to0
Sec n6212ofr
( the Code (o
any successor provision of the Code asIn
effect from
o
tame to tame) to any such holder former holder
Bonds
sing a tax an respect of any interest on the
t(122)ntThe
Internal Revenue Sersvc enters onto any
gr ement der which ha any holder or
Interestda
of any Bond n
respect of any Interest on sack Bond vs to beassessed
1n
(a) The User
shall have n vght t any holder
or former holder of any Bond to contest orpursueany appeal
1]
of, or have anyOmm unication with the Internal Revenue
Service
concerning Taxability any
noticefromthe Internale nRevenueService r
e any agent
thereof proposing that interest on any Bond be taxable, and
o holder or former holder of any Bond shall have a duty to
make any such contest or pursue any such a r have any
such c older or former
holder communication
anyBond,
n these o£ his, her or its sole
discretion, d appealorhave any communication
with the Internals Revenue Service concerning a Determination
of Taxability, any notice from the Internal Revenue
Service cr an agent thereof proposing that interest onany
Bond be taxable, the holder or former holder of the Bond
shall ancontrol v the rot settlement o
dispositionn
of any and all before the Internal
Revenue Semite with respect to the Bond
(1) Within 60 days of the occurrence
of a Determina-
tiono£ Taxability (provided, they running of such 60 day
perod may be stayed by the delivery to the Trustee of the
written election of all Bondholders to postpone mandatory
redemption of the Bands pending contest or appeal of such
Determination of Taxability, such stay to continue until the
delivery by any Bondholder to the Trustee of written notice
of such Bondholder's election that the running of such 60
day period resume), thele shall be a mandatory redemption
prior to maturity o£ the entire
outstanding unpaid principal
and a t rued i of theBonds and the payment by the
n
User to the Trustee for the benefit of the Bondholders o
former Bondnoldevsof agreed liquidated damages (for loss of
a bargain and n penalty) r any interest,
penalties, reasonable a and xpensesni Incurred by the
Bondholders ror so former costs holders ection with
Determination of Taxability Bondholder,
dnto connection
reimbursed to
each Bondholder former Bondholder, all ras shall be
provided for In, and
r accordance with the provisions of,
e
each Bond Resolution Such payment of agreed liquidated
damages, ifany, and any interest, penalties, reasonable
and expenses required tobe reimbursed i
costs
witha Determination of Taxability shall be a direct obliga-
tion the User to the Bondholders and shall be paid i the
Trustee for the benefit of s Bondholders during the term
of rthis A and thereafter shall be paid by the User
directly to such Bondholders
Section 4 07 PAYMENTS TO ISSUER From the proceeds
of thesale and deliver, of each series or Issue of Bonds
there shall be paid all
of the I reasonable, actual
out-of-pocket expenses a
with s Of Bonds �o nando gar withoutn limitation,
all financings legal, printing, and other expenses and costs
Issuanceof incurred v g the Bonds. In addition, the
Issuer shall receive such Bond proceeds a
equal to the amount specified in each Bond Resolution toopay
IS
and reimburse the Issuer for Its admanastratave and overhead
expenses darectly attributable and chargeable to the
Issuance o£ the Bonds and the acquisition,
equipping, of the Project Also s the User
dUs
o pay directly t annually whale any o
thBonds agrees outstanding, upon receIvInga ball or
statement
therefor, which shall be submitted by the Issuer promptly
after the close of each faecal year of the Issuer, an amount
sufficient to pay and reymburse the Issuer for any o
vat s ssi and rely red IIn
connectIon withthereasonably
and ntheProlect during the
previous fiscal year
ARTICLE V
COVENANT AND REMEDIES
01
agrees $sand covenants5 wathEtheTIssuer and the TrusteeUser thatly
it
will pay, to be paid, when due, each Installment
Loan Payment required and prescribed to be paid by it
pursuant to each Bond Resolution The User further u condi-
v nally agrees and covenants to 1y all srea reasonable enpensea
and charges, legal or otherwise ( ncluding courtcosts and
attorneTrustee en n fees), paid o incurred by the /saner and the
made by then User or int enforciof the n9 he sand payments 00 to bs
Agreement or any Bond Resolution or the Trust Indenture £ his
Sectaon
5 02 TRUSTEE AND REMEDIES (a)a The User as
adorsedand rec zes that the Issuer wall all of
its right, title, and interest an and to all the sInstallment
moan Payments reageCired to be made pursuant to this ogree-
ent, and the r ht to r and collect same,the
Trustee The Trustee, orthee Bondholders to the extent
provided in the Bond Resolution and the Trust Indenture, may
enforce the obligations of the User under this Agreement,
the Bond Resolution, and the Trust Indenture an the manner
provided in the Trust Indenture, without the necessity of
making the Issuer a party
(b) I event of defaur In lt i the payment of y
Installmagreement ton coon antmeconta� ed herein oriformance of an any Bond, any
Bond Resolutaoncovenant
e r the Trust Indenture, such payment and
performance may be enforced by mandamus or by the appovnt-
ment ofran equity with po
ower t charg
and
collect InstallmentLo n o
Payments and apply such revenues
in accordance with this Agreement, the Bonds, each Bond
Resolution, and the Trust Indenture
(c) Notwithstanding anythang to the contrary contained
In this Agreement, o Security
the Bond yu
solution, the Tr Indenture,
Deed
e
the D e of Trus r the 6 iy Agreement, U shall v
eventno be o a liablefor a monetary Iudgment (exceptvih
respect i n action brought by the Issuer or the Trustee
against theUser based on fraud or intentional
mrsrepresentataon) or an action brought by Indemnified Party
pursuant to Section 3 06 or 5 05 hereof, provided, however,
he liability, of any, of each partner of the User shall be
limited, pro rata, to 1509, of each partners' Interest vn the
User an the event of default under any of the aforementioned
documents, it being understood that the Issuer and/or the
Trustee may look only to the
e Credit the
Agreement, or y otded hershe security agreement executed d of Trust, the eby the
20
User an connection with the Loan or the a of the
Letter of Credit and the guarantee of anynguarantors
contained In
oant guaranty agreement o em ted
in with he L issuance of t of
credit t enforce the payment of anyindebtednessar arising
under the aforementioned documents, provided, haw that
nothing contained in this Section 5,02(c) shall 1 mat or
Impair the rights of the Credit Bank under the Reimbursement
Agreement or under that certain Reimbursement
Agreement
Guaranty b tG Bank and the guarantors ma therein
named, shall he
o constitute
impairment of the Indebtednessevidenced under any of the
aforementioned documents, or of the lien of the Deed of
Trust, the Security Agreement any other security
agreement the User, o shall preclude the
the and/or their
and na by
foreclosing the Deed
00 anytyr Agreement, o any other security agreement fv
of default o event of default or from enforcing anyof
the other rights of the Issuer, Trustee and/or the Credit
Hank, except as expressly stated In this Section 5.02(c)
Section 5 03 GENERAL PROVISIONS. (a) The terms of
this Agreement may be enforced as to one or more breaches
either separately or cumulatively
(b) No remedyconferred upon reserved to the
Issuer, the U the T hBondholders i this
Agreement a ended to be exclusivef
o any other
esalable
remedy or remedies, but each and every such r medyshall be
cumulative and shall be addvty n t every other remedy
r hereafter a Istvng in
law orequity or by statute
Nowdelay o omission [ any right or power a -
ing upon anydefault,r failure of performance
hereunder shall aimpair any ss or
orpower r shall be
construed to bewaiver thereof, but anysuchright and
power may be a sedfromrmt and a often a may
be deemed expedient In theevent any provision contained
In this Agreement should be breached by the User and there-
after' duly waived,
such w shall be limited [ the
particular breach s waived and shall not be deemed to
waive
any other breach ofthis Agreement No waroer by either
party of any breach by the other party of any of the provi-
sions
of this Agreement shall be construed a of
any subsequent breach, whether of the same or of a different
Pro,. sion of this Agreement
(c) Headings of the Articles and Sections of this
Agreement have been Inserted for contenrence
of reference
only and v way shall they affect the interpretation o£
any of the provisions of this g ement
(d) This Agreement v made for the exclusive benefit
of the Issuer, the Trustees the Bondholders, the Commvssvon,
21
and the User, and their respectte successors and assigns
herein permitted, and not for any otherthird party o
parties, and nothing In this Agreement, expressed or
implied, is Intended to upon any party or parties
other t the T Bondholders, the
Commission, and the and their respective
successors
and assigns herein permitted, any roghtsor remedies under
or by reason of this Agreement.
(e) The validity, interpretations, and performance o£
this Agreement shall be governed by the laws of the State of
Texas This Agreement is to be performed In Nueces County,
Texas, and v for any action thereon shall lie In such
county and state
s
Section 5 04 AMENDMENT OF AGREEMENT No amendment,
change, addition to,
o
waiver of any o£ the provisions o
ihos Agreement shall be binding upon the partles hereto
unless in wiong signed by the Approving Officer and the
President of the Board of Directors In addition to amend-
ments for any other purpose, it is specifically understood
that thea 4greement may be amended, if deemed necessary o
advisable by the User and the and with written
approval o£ the Trustee, i change the definition and scope
of the term "Pitied", as used hereon, a s to permit the
acquisition, construction, equappong, and furnishing of
other or additionalfacilatus, at the same or other loca-
tions,
improvements related t the P ect, pursuant [
thisAgreement accordance with applicable Saws, with
ea
the s effect a they had been described originally v
E<habatA hetet° Notwithstanding any of the foregoing, at
covenantedIs and agreed, for the benefit of the Bondholders
and the Trustee, that (without the concurrence
of all of the
Bondholders and the Trustee) theof this Agree-
ment
t be amended, c added t waived v
anyway which would relieve oabrogate the obligations of
the User t make or pay, o obemade, or paid, when
due, all Installment Loan Payments with respect to any then
outstanding Bondiin
the and under the terms and
conditions provided herein and in any Bond Resolution or the
Trust which would materially change or affect
Sections 4 04,e
OS 4 06, 5 05, 6 01, or 6 02
Section 5 05 INDEMNIFICATION OF TRUSTEE The User
hereby agrees to indemnify and hold harmless the Trustee
accordance with the provisions of Article 13 of the Trust
Indenture
22
ARTICLE VI
SPECIAL COVENANTS
Section 601 PARTN
NThe User agrees
that Ing theRf this Agreement
will maintain
existence a a general partnership under the lawsof the
State of Texas, it will not permit the general partners, o
their percentage interests in the User, to change, and it
will not dissolve o nate without the prior written
approval of the Trustee, i t
approval will be
unreasonablyagrees withheld The U that during the term
ofs Agreement, r, will transfesell, cuey,
encumberorotherwise dispose of the Protect, except
as otherwise permitted by the terms of this Agreement and
the Deed o£ Trust
Section 6 The U shall not its Z ihrsS Agreement any User
its rightasr
obligations gn
thereunder except or
provided in
this Agreement The User may assign its interest In this
Agreement to another party with n e to and the consent of
e
the T provided that the
User
a
shall and be
primarily responsible and liable £ f its obligation
hereunder, Including particularly the making of all payments
required hereunder, when due
Section 6 03 FINANCIAL REPORTS The User shall have
auditedfinancial statements prepared by its r0gular Inde-
pendent certified paccountants after the end of each
fiscal year o£ the User, and shall furnish the Trustee a
copy o£ such certified audited financial s within
120 days after the end o£ the fiscal year for wh ch such
financial statements were prepared.
Section
�£AGREEMENT The t of this
Agreements thedate hereof ants all payments
required to b0 ads by the U%er pursuant hereto shall have
been made, provided, however,that the provisions of Sec-
tions 3 06, 4 05, 4 06 and5 05 shall survive the t -
o o£ this Agreement or the release of the T Indenture
endshall continue In effect regardless o£ the termination
o£ this Agreement
Section 6 05 TERMINATION This Agreement may be
terminated by muual agreement at any time prior to the
delivery o£ and payment for any BondsHowever, if any
Issued
s
Bonds have been and delivered, the of this
Agreement shall be a set forth In Section 6 04,and this
Agreement may not andshall not be sooner terminated by
either or both parties hereto
Section 6 06 NOTICES Any notice, request, or other
communication under this Agreement shall be given in writing
23
and shall be deemed to have been given by either party to
the other partyupon either of the followongdates
(a) One business day after the date of the mailing
thereof, as shown by the post office receipt, if mailed to
the other party hereto by registered or certified mail at
the applicable address as follows
Corpus Chrosto industroal
Development CorpolatIon
302 South Shoreline
P 0 Box 9277
Corpus Christi, Tesas 78469
Attention 0Ity Manager
Nedocal Blase Associates
1800 Guaranty BankPlasa
Corpus Chrosto, Texas 78475
woth copy to
Porter, Rogers, Dahlman. Gordon
1800 Guaranty Bank Plaza
Corpus Chrosto, Tesas 78475
or the latest address specofmed by such other party on
wrotong, or
(b) The date of the receopt thereof by such other
party of not so mailed by regssteredor certlfledmall
Any notice, request, or other communocatoon made or
given under thos Agreement shall be goven to the Trustee by
registered or certIfIed mall at the applicable address as
follows
NBankCorpus Chrosti N A
Attention Corporate TrustDepartment
500 North Shoreline Blvd
Corpus Chrosto, Texas 78401
or the latest address specofledby saldTrustee onwroting
Sectoon 6 07 SEVERABILITY If any clause, provision,
or
Section of this Agreement should be held Illegal or
Imalod by any court of competent jurosdictoon, the onoalid-
ity of such clause, provssIon, or Section shall not affect
any of the remalnong clauses, precocious, or Sections hereof
and thos Agreement shall be construed and enforced as if
such Illegal or Inver, clause, provosion, or Sectoon had
not been contained herein In case any agreement or obloga-
toon contained in this Agreement should be held to be in
voolatIon of law, then such agreement or obligation shall be
24
deemed t
o be the a obligation o£ the Issuer and
theUser, as the case may be, to the full extent permitted
by law
Section 6 08 ADDITIONAL SECURITY (a) Prior to the
delivery of the Series B4 Bonds t the purchasers thereof
pursuant to the Initialthe User shall
secure and
f the
o£ the deliver
the
benefit
C
owners Series Letter of Credit
conforming to the terms of this Section 6 08 in an amount
not less than the aggregate amount of the principal of the
Series 1984 Bonds plus (I) and during a period ending 91
days after all a Interest due on the Bonds on July 15,
1985 vs paid in Cf ) rues the
Series 1984 Bonds calculates months
of t9% per annum,
anda(11) thereafter and until Decembert15, 1985 an
aunt
equal to 3 months accrued interest on the Series 1984Bonds
calculated at the rate of 9„ permand (vii) and
after December 15, 1985 aamount equal to rued interest
a
n Bonds for a 3 month period c the rate of
s
150%, all a required by this Agreement n a the Initial Bond
Resolution After the initial delivery oftheteof
Credit and at all times thereafter until 106 days after
payment in full or redemption of the Series 1984 Bonds i
accordance h Trust Indenture i athe User
shall
continuously
the Series 1984 Bonds eitherby the
Initial e
Letter of Credit, including extension thereof, or by
the securing and delivery o£ a substitute Letter of Credit
Any payment made by the Credit Bank to the Trustee pursuant
to such Letter of Credit shall relieve the User o£ its
obligationsto the sand the Trustee to
Installment L Payments t t
such e , provided, however,
that nothing herein shall imply thatany such payment by the
Credit Bank shall relieie or diminish the obligations of the
User to the Credit Bank
(b) Any substitute Letter of Credit must be 1n form
and substance substantially identical to the initial Letter
of Credit securing payment of the Series 1984 Bonds o
otherwise be satis£actory in form and substance to the
Trustee
(c) Each Letter of Credit must, at a minimum, meet the
following criteria
(1) the issuing Credit Bank must be a national
bankingorganized under the National Sank
Act o e bank organised
zed under the banking laws of
one of the states of the United ted B of America, In
each adorsang
p capital and surplus exceeding 50
million dollars,
(2) the Letter of Credit shall be in the minimum
amount of the unpaid principal of the Serves 1984 Bonds
25
plus (1) during a period ending 91 days after all
accrued interest due on the Bonds on July 15, 1985 i
paid In fullan unt eugl to, 7 months accrued
interest onsuch principal amount calculated at the
rate of 9% per annum, and (II) thereafter and a til
December 15, 1985 an amount
r
equal to 3 months accrued
IInterest on the Series1984 Bonds calculated at the
rate of 9% per a u and (III) on and after December
15, 1985 an amount equal to accrued interest on Bonds
for a three month period calculated at the rate of
150%, and the Letter of Credrt shall permit the Trustee
o draw upon theCredrt Bank for the a of the
n demand, and extent of c theundrawn
amount
of such Letter of Credrt up to (I) an amount
equalto the unpaid principal of and accrued Interest
n the s s 1984 Bonds and (II)an
amount equal to
the a of payments ofprincipal o£ and
accrued interest m on the Series 1984 Bonds made (other
than such payments made as a result of draws on the
Letter of Credit) wlthvn 91 days preceding the frlrng
of a petition by or against the User under the Federal
Bankruptcy Code, as amended, 11 U S C § 547
(d)The
User
at any time may replace the initial
Letter of Credrt Issued with respect the Serres 1984
Bonds with a substitute Letter of Credit n s
The t of each
substvtute Letter of Credit shall begin on the date of
termlnatron
of any ...tial or previous Letter of Credit
There shall be only one Letter o£ Credrt s payment of
1 e
the Serves 1984 Bonds a I
any g n point v tsunless the
Trustee consents In writing to more than one Letter of
Credtr
(e) Each Letter of Credrt secured and delivered to the
Trustee pursuant
of counsel to edrtm
Issuer a theCredrt
effect nthat dthe d5 edit Bank
is
x
duly organized and, validly a rstrng under the laws of the
United States or the State ofTexas, and that the Letter of
Credrt Is a legal, valid, and binding obligatron of the
.edit Bank, except to the extent that the enforcement of
such obligatron may be iimvtedby laws relating to the
bankruptcy orreorganization of the Credit Bank or by other
mrlar laws of general application affecting the rights of
the creditors of the Credrt Bank
notify
m£Ic D shall velopmentCommissronI the g t least 45days
prior to the evprratron of a s rngLetter of Credrt
whether o not the i ing bankintends to eltend such
Letter o£ Credit or whether a substvtute Letter of Credit
has been secured
26
(g)] the e that at least 45 days prior t the
expirationor termination date of the Letter of Credit then
in effect (1) the Trustee has not been provided with
satisfactory evidence that such Letter of Credit is to be
renewed or. extended and least
on or such expiration
date, or one year
mze hang sear delivered the
substitute L tter of Credit with a term of at leasTrustee
ro eeyear
commencing on or prior to such expiration date, then the
Bondsshall be called for redemption in
whole on the 15th
day preceding such eapiratvon date, at a redemption price
equal to 100 percent of the principal amount of the Bonds t
be redeemed plus accrued interest thereon to the redemption
date
IN WITNE55 WHEREOF, the parties hereto have caused this
Agreement to be signed in multiple counterparts, each o£
27
which shall be considered
nal for all purposes, as
of the day and year first set out above
ATTEST
CORPUS CHRISTI INDUSTRIAL
DEVELOPMENT CORPORATION
By
President, Board of Directors
Secretary, Board o£ Directors
(SEAL)
MEDICAL PLAZA ASSOCIATES
By
Its Management Committee
28
Exhibit A
DescrartIon of the Proaect
The Pro,ect consists of land and the construction thereon of
a medlcal office building contaaning eight floors and
approximately 110,000 square feet, located at 1500 South
Staples, Corpus Christ, Texas, and any other related
equipment with respect thereto
A-1
RESOLUTIONAUTHORIEING THE IS
CORPUS CHRISTI I TRIAL DEVELOPMENT CORPORATION
REVENUE BONDS, SERIES 1984 AND
THE EXECUTION OFA TRUST INDENTURE
(MEDICAL PLAZA ASSOCIATES PROJECT)
THE STATE of TEXAS
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
WHEREAS, Corpus Chrastl Industrial Development
Corporation (the 'Issuer")Is s o
nstock, n -profit
industrial development corporationorganized and existing
under the laws o£ the State of Texas, oncludong particularly
the Development Corporation A o£ 1979, as amended (Article
5190 6, t
V A T C S) (the "Act")and
WHEREAS, the Issuera a duly constituted public
Snstrumentallty of the Catyof Corpus Christi, Texas (the
"Governmental Unit"), a polatacal subdivision of the State
o£ TeYa,
athan the m of the gulataans o£ the
Unated States Treasury Depa tment (the Regulations") and
the rulings of the Internal Revenue Service prescribed and
promulgated pursuant to Bectlon 103 of the Internal Revenue
Code of 1954,s ended (the "Code"), and the Issuer os
functioning andacting solely on behalf of the Governmental
Coot, and
WHEREAS, a "Loan Agreement between Corpus Chrastl
Industrial Development Corporation and Medical Placa
Associates", dated as of December 1, 1984 (the "Agreement"),
has been duly executed between the Issuer and Medical Placa
Associates (the "User"), and
WHEREAS, the User Is a partnership duly created and
fuldly qua1005ed to transact business 10 the State of Texas,
an
WHEREAS, the Agreement as hereby adopted by reference
for
all purposes, with the a effect as if they had been
t forth on entirety in thus band resolution (this "Initial
Band Resolutuon"), and
WHEREAS, the Agreement was executed to proulde for the
acquisition,ng, and furnashang of a
protect (as def ned by the Act)0) 003and to provide a loan to the
User for such purpose, and
WHEREAS, this preamble and the trust Indenture (the
"Trust Indenture") hereinafter set forth in this Initial
Bond Resolution shall constotute an integral part of rhos
Inataal Sond Resolution, and
WHEREAS, the corporate trustee under the Trust Inden-
ture (the •Trustee•) will have the duties and obligations
hereinafter provided, and
WHEREAS, the bonds authorized to be issued by this
Initial Bond Resolution (the "Bonds.) are to be issued and
delivered pursuant to applicable laws, including the Act,
and
wHEREAS, the User and the Trustee have entered Into a
Deed of Trust and Security Agreement - Financing Statement
dated as of December 1, 1984 (the •Deed of TruSe),
providing further security for the payment of the
Installment Loan Payments for the benefit of the owners of
the Bonds, and
WHEREAS, the User as debtor and MBank Corpus Christi,
N.A., Trustee as secured party have entered into a Security
Agreement dated as of December 1, 1984, providing further
security for the payment of the Installment Loan Payments
for the benefit of the owners of the Bonds, and
WHEREAS, the User shall have secured and delivered to
the Trustee, for the benefit of the Bondholders, a letter of
credit (the "Letter of Credit") in an amount not less than
the aggregate amount of principal, of the Series 1984 Bonds
plus (0) and during a period ending 91 days after all
accrued interest due on the Bonds on July 15, 1985 is paid
in full, an amount equal to accrued interest on the Bonds
for a seven month period, calculated at the rate of 98 per
annum, and (11) thereafter and until December 15, 1985 an
amount equal to accrued interest on the Bonds for a three
month period calculated at the rate of 99 per annum; and
(iii) on an after December 15, 1985 an amount equal to
accrued interest on Bonds for a three month period
calculated at the rate of 15011; and
iwiEREAS, the 0800 8111 have duly approved and agreed to
be bound by this Initial Bond Resolution (including the
0000t 100590000) prior to the delivery of the Bonds; and
WHEREAS, as provided in the Agreement, by such approval
of this Initial Bond Resolution (including the Trust Inden-
ture) the User will have agreed and acknowledged that the
Bonds, when issued, sold, and delivered as provided in this
Initial Bond Resolution, will be issued in aCCordance and
compliance with the Agreement, and that, upon the issuance,
sale, and delivery of the Bonds, aoa the execution and
delivery of the Trust Indenture, the 0550 0011 be uncondi-
tionally obligated to the Issuer and the Trustee to make or
pay, Or cause to be made or paid, without setoff, recoup -
sent, or counterclaim, to the Trustee the "Installment 1000
Payments" recurred by the Agreement and by this Inrtval Bond
solution (including t Indenture) in amounts
tient to pay (1) the prrSpal lofeemption premlumff
nif
any, and interest on the Bonds, whendue, (2) any agreed
liquidated damages owed by the User to the Bondholders o
former Bondholders, (3) any interest, penalties,sonable
costs and expenses red by the Bondholders or former
Bondholdersaconnectron
atsty
equired o be reimbursed n
Bondholders by the User, as protracted inthe l former
Bonds, (4) all
fees and expenses of the Trustee and Registrar and the
paying agents for the Bonds, and (5) all other amounts
required to be pard by the Agreement, thvs Initial Bond
solution, and the Trust Indenture, all as hereinafter set
forth, and
WHEREAS, for purposes of this Initial Band Resolution,
the de£initr0ns of terms In the Agreement, the Deed of
Trust, and the Trust Indenture are hereby adopted, and the
terms n herein shall have the s such
said A sof T and Trust
Indentare
a meas a differentrmeaning es given herein
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION THAT
Section 1 IGNATION, AMOUNT, AND PURPOSE
BONDSThe Issuer's 5 bonds designated and to be known a
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION REVENUE
BONDS, SERIES 1984 (MEDICAL PLAZA ASSOCIATES PROJECT) (the
onus") are hereby authorized to be Issued rn the aggregate
prrnorpal amount
of $9,550,000 o behalf of the Crty of
Corpus Chry ta,T e TO P ACQUIRING,
CONSTRUCTING, EQUIPPING, AND FURNISHING, O
CAUSING TO BE
ACQUIRED, CONSTRUCTED, EQUIPPED, AND FURNISHED A PROJECT
(THE "PROJECT") IN THE CITY OF CORPUS CHRISTI, TEXAS FOR
MEDICAL PLAZA ASSOCIATES (THE "USER") FOR THE SPECIFIC
PURPOSE OF THE PROMOTION AND ENCOURAGEMENT OF EMPLOYMENT AND
THE PUBLIC WELFARE
Section 2 DATE, DENOMINATION, NUMBERS, AND MATURITIES
OF THE BONDS The Bands anatially authorized hereby shall
be dated December 1, 1984, shall be issued and delivered v
the aform of thirty-six (36)
being numbered R-1 t - inclusive,
and being through
the denomanatnand principal amount of
1250,0 (
$250,000 each, and eleven (11) fully registered Bonds,
without coupons, being numbered R-37 through 0-47, and being
In e denomanatron and principal amount
of $50,000 each,
payable In installments to the rag,. tared owners thereof, or
them registered a signs, all
vlded, aggregatings 59,550,000,
0- 1 through R-12 (53,000,000)
13-13 through R-28 (14,050,000)
and R-3]
-29 through R-31 (9800,000)
end R-38
R-32 through R-34 (9800,000)
and R-39
R-35 through 0-36 (9500,000)
R-40 through R-43 (5200,000)
R-44 through R-47 (8200,000)
n the ma r hereinafter pro-
rnrtrallynpayable as follows.
ank Corpus Christi, N.A.,
Corpus Christi, Texas
American Security Bank,
Dallas, Texas
Seltzer, J
Corpus Christi, Teres
Dennis W. McCarthy
Houston, Texas
=».O1=1:
ark . Hulengs
Corpus Chris[v, Texas
MBank Corpus Christi, N.A.,
for Karen
A
McCarthy 1974 Trust
MBank Corpus Christi, N.A.,
Trustee, for Connie D.
McCarthy 1974 Trust
ith the principal of said Bonds to be payable 1n monthly
installments on the dates and in the amounts set forth in
the FORM OF BOND in Section 5.
Section 3. INTEREST ON THE BONDS.E ach of the Bonds
initially authorized hereby shall bear interest on the
unpaid principal balance [hereof from the date of delivery
to the purchasers thereof (which date shall be indicated by
the Trustee In the Delivery Certificate appearing on each of
the Bands) to scheduled due dates, or date of prepayment
or redemption prior to its scheduled due dates, a the rates
and during the periods set forth in the FORM OF
BOND set
forth in Section 5. The interest shall bepayable on the
dates and In the manner provided in the FORM OF BOND set
forth in Section 5.
Section 4. GENERAL cHARAcTERIsTICS. (a) In General.
The Bonds Initially authorized hereby shall be i ue e l
be payable nlmay o sha11 be prepaid o redeemed prior t
their scheduled principal Installment payment dates, may be
transferred and assigned, shall have the characteristics,
and shall be signed and a cuted (and the Bonds shall be
sealed), all as provided, and in the manner indicated, in
the FORM OF BOND set forth 1n Section 5. After the Bonds
have been authorized to be issued by the Board of Directors
of the Issuer, and prior tothe delivery of the Bonds, the
Trustee
shall authenticateach of the Bonds by executing
theTrustee's Certificate of Authentication appearing on
each of the Bonds as provided in Section 5. In addition, on
the date of delivery of the Bonds to the purchasers thereof,
the Trustee shall fill in the date of delivery of each of
said Bonds an the DeliverCertificate appearing on each o£
the Bonds a provided in section 5.
(b) Registration Books. The Issuer shall keep c
thee to be kept at the principal corporate trust office of
Trustee books for the registration and transfer of Bonds
(the "Bond Registration Books") and the Issuer hereby
a
appoints the Tru a its registrar and transfer agent
(the "Registrar")t keep such hooka and make a registra-
tions transfers under such r nable regulations as the
Issuer or the Registrar may prescribe; and the Registrar
will register or transfer as herein provided, any Bonds upon
Bondholder
thereof at such office. The User and each
shall have the right to inspect such Bond Regis-
tration, tration Books during the normal business hours of the
Registration of the Bonds may be transferred only o
the Bond Registration Books upon surrender thereof by the
registered owner in person or by his duly authorized actor
by by written rostrums f
of transfer, n the form
and n with gua my of signaturessatisfactory to the Regis-
trr, duly executed by such owner or attorney. Upon such
surrender for transfer of registration, the Registrar shall
make notation of such transfer on the Bonds vn the Assign-
s appearing thereon and in the BondRegistration
Books. Such transfers of registration shall be made without
charge to the owner of such Bonds, but any taxes or other
governmental charges required to be paid with respect to the
a
shall be paid by the Bondholder requesting such trans-
ferof registration, a condition precedent a the exer-
cise of such privilege
(c) Payment to Registered Owner.
The person i whose
name any Bon. shall be registeredon the Bond Registration
Books may be deemed and treated as the absolute owner
thereof for all purposes of this Initial Bond Resolution and
the T Indenture whether such Bond shall be
overdue, and the Issuer, the Trustee,
and the User, shall
not be affected by any notice to the contrary; and payment
of, or on account of, the principal of, Dena premium, If
agreed liquidated damages, of any, Interest, lives,
expenses, if any,in
C0625 nable 0625 and c by the
Bondholders former Bondholders in connection ction ion wish
Determination of Taxability Bondholders
to be reimbursed he
such Bondholders or former Bondholders as provided in the
Bonds and Interest onany such Bond shall be made only to
r
such registered own thereof, but such registration may be
s
changed a providedherein All such payments shall be
ualad and effectual to satisfy and discharge the liabalaty
upon such Bond to the extent of the sum or sums so paid
(d) Notation of Prepayment The Issuer hereby ap-
points the Trustee as the Paying Agent for the Bonds
the preps redemption of e
Baying hall note
Prepayment Recordasuch Bond the amount not such
prepayment o redemption) the date said paymentwasmade and
the remaining unpaid principal balance of said s Bond and
shall then have said entry signed by an authorised official
of the Trustee The Trustee shall also record
Bond
such informa-
the B rBooks a r
the T shall
also record I the and Registration Books all payments of
principal tallments on the Bonds when made on their
respective due dates
(e) Temporary Bonds Until Bonds in de£anative form
ale
ready fordelvvery, the Issuer may execute,
u e, and upon rts theTrustee
shall hall ass nticatx
e and deliver vn lieu
of
any thereof, uand sublect to the same provisions, limita-
tions, and conditions, one or more printed, lithographed, o
typewritten Bonds In temporary form, substantially of the
tenor of the Bonds as provided In the FORM OF
BONDS s
forth an Section 5 and with appropriate omissions, aria
=
n
and insertions
Such Bond o n Bonds i temporary form
maybe for the principal a s
amount as the I may determine
Until exchanged for Bonds in definakiveform, such Bonds in
temporary form shall be entitled to the Jaen and benefit of
this Initial Bond Resolution, the Deed o£ Trust, Security
Agreements,
the L re and of C the Trust
TheIssuer shall twithout unreasonable delay, Indentureprepare,
and deliver to the Trustee, and thereupon, upon the
presentation and surrender
render of the Bond or Bonds a emporary
form, the Trusteeshall authenticate and delavert in ex-
change therefor, a Bond or Bonds in definitive form
uthorised denominations of the san. maturity and interest
rate for the same aggregate principal amount as the Bond o
Bonds in temporary form surrendered Such exchange shall be
made by the Issuer at Its own expense and without making any
charge therefor When and as Interest Is paid upon Bonds In
temporary form the fact of such payment shall be
noted
thereon
Section 5 FORM OF B000S The form of the Bonds,
together with the forms of theus certificates and
forma to appear on the Bonds, shallbe, respectively,
substantially as follows, Wath n ary and appropriate
varsatIons,smIsstons,
and ertaons as permitted or
required by thasInitval Bond R05010
FORM OF FOND
NO R- $250,000
UNITED STATES OF AMERICA
STATE OE TE%AS
CORPUS CHRISTI SN USTA IAL DEVELOPMENT COAPOAATION
REVENUE BONDs
SERIES 1984
(MEDICAL PLAZA ASSOCIATES PROJECT)
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION (the
"Issuee"), beang a nonstock, nonprofat Industryal develop-
ing a of
Corpo ncludvng riparia cu lady the D ve5190 6,
Corporat onf of ga 1979, ended half le 5190 6,
VATCS ) (the "Act"), and as
0n behalf of pay
to
Corpus Christy, Texas, hereby pro to pay
or atsmregasiered assIgns,
the prancapel amount O£
TWO HUNDRED AND FIFTY THOUSAMD DOLLARS
an Installments, as follows.
DATE AMOUNT DATE AmoUNT
3/15/86 182 00 2/15/88 202 00
4/15/86 162 00 3/15/88 224 00
5/15/86 162 00 415/88 224 00
6,15,86 182 00 5/15/88 224 00
7/15/86 182 OD 6/15/88 224 00
8/15/86 182 00 7/15/86 224 00
9/15/86 182 00 8/15/88 224 00
10/15/86 182 00 9/15/88 224 00
11/15/86 182 00 10/15/88 224 00
12/15/86 182 00 11/15/88 224 00
1/15/87 182 00 12/15/88 224 00
2/15/87 182 00 1/15/89 224 00
3/15/87 202 00 2/15/89 224.00
4/15/87 202 00 3/15/89 249 00
5/15/87 202 00 4/15/89 249 00
6/15/87 202 00 5/15/89 249 00
7/15/8700 6,15/89 249 00
8/15,87 200 00 7,15/89 249 00
9/15/87 202 00 815'89 249 00
10/15/87 202 00 9//15'89 249 00
11/15/87 202 00 10/15'89 249 00
12/15/87 202 OD 11,15/89 249 0
1, 15, 88 202 00 12/15'69 249 00
7
DATE AMOUNT DATE AMOUNT
1/15/90 249 00 3/15/94 419 00
2,/15/90 249 00 4/15/94 419 CO
3/15/90 276 00 5/15/94 419 00
4/15/90 276 00 6/15/94 419 00
5/15/90 276 00 7/15/94 419 00
6/15/90 276 00 8/15/94 419 00
7/15/90 276 00 9/15/94 419 00
8/15/90 276 00 10/15/94 419 00
9/15/90 276 00 11/15/94 419 00
10/15/90 276 00 12/15/94 419 00
11/15/90 276 00 1/15/95 419 00
12/15/90 276.00 2/15/95 419.00
1/15/91 276.00 3/15/95 466.00
2/15/91 276 00 4/15/95 466 CO
3/15/91 307 CO 5/15/95 466 00
4/15/91 307.00 6/15/95 466 00
5/15/91 307 00 7/15/95 466 00
6/15/91 307 00 8/15/95 466 00
7/15/91 307 00 9/15/95 466 00
8/15/91 307 00 10/15/95
9/15/91 307 00 11/15/95 466 00
10/15/91 307 00 12/15/95 466 00
11/15/91 307 00 1/15/96 466 00
12/15/91 307 00 2/15/96 466 00
1/15/92 307 00 3/15/96 517 00
2/15/92 307 00 4/15/96 517 00
/15'92 30 00 6/15/96 51' 00
4/15/92 340 00 6/15/96 517 00
5/15/92 340 00 7/15/96 517 00
6/15/92 340 00 8/15/96 517 00
7/15/92 340 00 9,15/96 517 00
8/15/92 340 00 10/15/96 517 0
9/15/92 340 00 11/15/96 517 00
10/15/92 340 00 12/15/96 517 00
11/15/92 340 00 1/15/97 517 00
12/15/92 340 00 2/15/97 517 00
1/15/93340.00 3/15/97 574 00
2/15/93 40 00 4/15/97 574 00
3/15/93 378 00 5/15/97 574 00
4/15/93 378 00 6/15/97 574 00
5/15/93 378 00 7/15/97 574 00
6/15/93 378 00 8/15/97 574 00
7/15/93 378 00 9/15/97 574 00
8'15/93 3'8 00 10'15,97 574 00
9/15,/93 8 00 11'15/97 574 00
10'15/93 376 00 12'15'97 574 0
11,15/93 3'8 00 1,15 '98 574 00
12/15/93 3'8 00 2/15,/98 574 00
1/15/94 3'8.00 3,15/98 63' 00
2, 15, 94 378 00 4/15/98 637 00
8
06TE AMOUNT DATE AMOUNT
5/15/98 637 00 7/15/02 967 00
6/15/98 637 OD 8/15/02 967 00
7/15/98 637 00 9/15/02 967 00
8/15/98 637 00 10/15/02 967 00
9/15/98 637 00 11/15/02 967 00
10/15/98 7 12/15/02 7
11/15/98 637 O 1/15/03 967 0
12/15/98 637 00 2/15/03 967 CO
1/15/99 637 00 3/15/03 1,073 00
2/15/99 637 CO 4/15/03 1,073 00
3/15/99 707 00 5/15/03 1,073 00
4/15/99 707 00 6/15/03 1,073 00
5/15/99 7/15/03 ,073 00
15/99 8/15/03 1,073 0
7/15/99 707 00 9/15/03 1,073 00
8/15/99 707 00 10/15/03 1,073 00
9,15/99 707 00 11/15/03 1,073 00
10/15/99 707 00 12/15/03 1,073 00
11/15/99 707 00 1/15/04 1,073 00
12/15/99 707 00 2/15/04 1,073 00
1/15/00 707 00 3/15/04 1,191 00
2/15/00 707 00 4/15/04 1,191 00
3/15/00 785 00 5/15/04 1,191 CO
4/15/00 785 00 6/15/04 1,191 00
5/15/00 785 O 7/15/04 1,191 00
6/15/00 785 OD 8/15/04 1,191 00
7/15/00 785 00 9/15/04 1,191 00
8/15/00 785 00 10/15/04 1,191 00
9/15/00 785 OD 11/15/04 1,191 00
10,'15/DO 785 00 12/15,'04 1,191 00
11/15/00 785 00 1/15/05 1,191 00
12/15/00 985 00 2,'15'05 1,191 00
1/15/01 785 00 3/15/05 1,322 00
2/15/01 785 00 4/15/05 1,322 00
3/15/01 871 00 5/15/05 1,322 00
4/15/01 871 00 6/15/05 1,322 00
5/15/01 871 00 7/15/05 1,322 00
6/15/01 871 00 8/15/05 1,322 00
7/15/01 871 00 9/15/05 1,322 00
8/15/01 871 00 10/15/05 1,322 00
9/15/01 871 00 11/15/05 1,322 00
10/15/01 871 00 12/15/05 1,322 0D
11/15/01 871 00 1/15/06 1,322 00
12,15/01 891 00 2,'15/06 1,322 9O
1/15/02 871 00 3/15'06 1,468 00
2'15/02 671 00 4/15/06 1,466 00
3/15/02 967 00 5/15/06 1,468 00
4/15/02 967 00 6,/15/06 1,468 00
5,15,02 967 00 7/15'06 1,468 00
6/15/02 967 00 8/15'06 1,468 00
DATE AMOUNT DATE AMOUNT
9/15/06 1,468 00 1/15/09 1,808 00
10/15/06 1,468 00 2/15/09 1,808 00
11/15/06 1,468 00 3/15/09 2,007 00
12/15/06 1,468 00 4/15/09 2,007 0
1/15/07 1,468 00 5/15/09 2,007 00
2/15/07 1,468 00 6/15/09 2,007 00
3/15/07 1,629 00 7/15/09 2,007 00
4/15/07 1,629 DO 8/15/09 2,007 00
5/15/07 1,629 00 9/15/09 2,007 0
6/15/07 1,629 00 10/15/09 2,007 00
7/15/07 1,629 00 11/15/09 2,007 00
8/15/07 1,629 00 12/15/09 2,007 00
9/15/07 1,629 00 1/15/10 2,007 00
10/15/07 1,629 00 2/15/10 2,007 00
11/15/07 1,629 OD 3/15/10 2,234 33
12/15/07 1,629 00 4/15/10 2,234 33
1/15/08 1,629 00 5/15/10 2,234 33
2/15/08 1,629 00 6/15/10 2,234 33
3/15/08 1,808 00 7/15/10 2,234 33
4/15/08 1,808 00 8/15/10 2,234 33
5/15/08 1,808.00 9/15/10 2,234 33
6/15/08 1,808.00 10/15/10 2,234 33
7/15/08 1,808 00 11/15/10 2,234 33
8/15/08 1,808 00 12/15/10 2,234 33
9/15/08 1,808 00 1/15/11 2,234 33
10/15/08 1,808 00 2/15/11 2,234 37
11/15/08 1,809 0
/15/08 1,808 00
10
FORM OF BOND**
NO R- $50,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
REVENUE BONDS
SERIES 1984
(MEDICAL PLAZA ASSOCIATES PROJECT)
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION (the
"Issuer"), being a nonstock, nonproflt andustraal
development a sating under the
laws of oState of Texas,
Te aancludIngx particularly the
the o Corporation Acta of x1979, (Article
5190168 CA T C S ) (the "Act"), and clang on behalf of the
City of Corpus Chrasta, Texas, hereby promises to pay to
or its registered
assigns, the prancapal amount of
FIFTY THOUSAND DOLLARS
an Installments, a6 follows
DATE AMOUNT DATE AMOUNT
3/15/86 36 00 2'15/88 40 00
4/15/86 36 00 3/15/88 45 00
5/15/86 36 00 4/15/88 45 00
6/15/86 36 00 5,15/88 45 00
7/15/86 36 00 6/15/88 45 00
8/15/86 6 00 /15/88 00
3
9/15/86 36 8/15/88 45 00
45
10/15/86 36 00 9/15/88 45 00
11/15/86 36 00 10/15/88 45 00
12/15/86 36 00 11/15/88 45 00
1/15/87 36 00 12/15/88 45 00
2/15/87 36 00 1/15/89 45 00
43/15/87 40 00
3/15/89 45 00
87 40 00
5/15/87 40 00 4/15/89 50 00
6/15/87 40.00 5/15/89 50 00
7/15/87 40 00 6/15/89 50 00
9/15/87 87 440 0 00 7,15/89
8'1589 N
00
10'15/87 40 00 9,'15/89 50 00
11/15/87 40 00 10,15/89 50 00
12/15/87 40 00 11,/15/89 50 00
1/1585 40 00 12/15/89 50 00
0-37 through 0-47 11
DATE AMOUNT DATE AMOUNT
1/15/90 50 00 3/15/94 84 00
2/15/90 50 00 4/15/94 84 00
3/15/90 55 O 5/15/94
4/15/90 55 00 6/15/94 84 00
5/15/90 55 00 7/15/94 84 00
6/15/90 55 00 8/15/94 84 00
7/15/90 55 00 9/15/94 84 00
8/15/90 55 00 10/15/94 84 00
9/15/90 55 CO 11/15/94 84 00
10/15/90 55 00 12/15/94 84 00
11/15/90 55 00 1/15/95 84 00
12/15/90 55 00 2/15/95 84 00
1/15/91 55 CO 3/15/95 93 00
2/15/91 55 00 4/15/95 93 00
3/15/911 00 5'15/95 93 00
4/15/91 6/15/95 93 00
5,15/91 61 00 7/15/95 93 00
6/15/91 61 00 8/15/95 93 00
7/15/91 61 00 9/15/95 93 00
8/15/91 61 DO 10/15/95 93 00
9/15/91 61 DO 11/15/95 93 00
10/15/91 61 00 12/15/95 93 00
11/15/91 61 00 1/15/96 93 00
12/15/91 61 00 2/15/96 93 00
1/15/92 61 00 3/15/96 103 00
2/15/9261 00 4/15/96 103 00
3/15'92 5/15/96 103 00
4/15/92 68 00 6/15/96 103 00
5/15/92 68 00 7/15/96 103 00
6/15/92 68 00 8/15/96 103 00
7/15,92 68 00 9/15,96 103 00
815/92 68 00 10/15/96 103 00
9/15/92 68 CO 11/15/96
10/15/92 68 CO 12/15/96 103 OD
11/15/92 68 00 1/15/97 103 00
12/15/92 68 00 2/15/97 103 00
1/15/93 68 CO 3/15/97 115 00
2/15/93 68 00 4/15/97 115 00
3/15/93 75 00 5/15/97 115 00
1/15/93 75 00 6/15/97 115.00
5/15/93 75 00 7/15/97 115 00
6/15/93 75 00 8/15/97 115 00
7/15/93 75 00 9/15/97 115 00
8/15/93 75 DO 10 15'97 115 00
9'15/93 75 00 1115/97 115 00
1015/93 75 00 12//15/97 115 00
11//15/93 5 00 1/15/98 115 00
12/15, 93 75 00 2//15/98 115 00
1'15/94 75 00 3/15,/98 127 00
2/1594 75 00 4,15,98 12' DO
}*R-3] through R-47 12
DATE AMOUNT DATE AMOUNT
5/15/98 127 00 7/15/02 193 DO
6/15/98 127 00 8/15/02 193 00
7/15/98 127.00 9/15/02 193 00
8/15/98 127 00 10/15/02 193 00
9/15/98 127 00 11/15/02 193 00
10/15/98 127 0012/15/02
11/15/98 127 00 1/15/03 1193 OD
93 00
12/15/98 27 00 2/15/03 193 00
1/15/99 127.00 3/15/03 214 00
2/15/99 127 00 4/15/03 214.00
3/15/99 141 00 5/15/03 214 00
4/15/99 141 00 6/15/03 214 00
5/15/99 141 OD 7/15/03 214 OD
6/15/99 141 00 8/15/03 214 00
7/15/99 141 00 9/15/03 214 00
8/15/99 141 00 10/15/03 214 00
9/15/99 141 00 11/15/03 214 00
10/15/99 141 00 12/15/03 214 00
11/15/99 141 OD 1/15/04 214 00
12/15/99 141 00 2/15/04 214 00
1/15/00 141 00 3/15/04 238 00
2/15/00 141 00 4/15/04 238 00
3/15/00 157 00 5/15/04 238 00
4/15/00 157 00 6/15/04 238 00
5/15/00 157 00 7/15/04 238 00
6/15/00 157 00 8/15/04 238 00
7/15/00 157 00 9,15/04 238 00
8/15/00 157 00 10/15/04 238 00
9/15/00 157 00 11/15/04 238 00
10/15/00 157 00 12/15/04 238 00
11/15/00 157 OD 1/15/05 238 00
12/15/00 157 00 2/15/06 238 00
1/15/01 157 00 3/15/05 264 00
2/15/01 157 00 4/15/05 264 00
3/15/01 174 00 5/15/05 264 00
4/15/01 174 00 6/15/05 264 00
5/15/01 174 00 7/15/05 264 00
6/15/01 174 00 8/15/05 264 00
7/15/01 174 00 9/15/05 264 00
8/15/01 174 00 10/15/05 264 00
9/15/01 174 00 11/15/05 264 00
10/15/01 174 00 12/15/05 264 00
11/15/01 174 00 1/15/06 264 00
12/15/01 174 00 2'15/06 264 00
1/15/02 174 00 3/15,'06 293 00
2/15/02 174 00 4/15/06 293 00
3/15/02 193 00 5.15/06 293 0
4/15/02 193 00 6/15/06 293 00
5'15/02 193 00 7/15/06 293 00
6,'15/02 193 00 8,15/06 293 00
**8-37 through 8-47
DATE AMOUNT DATE AMOUNT
9/15/06 293 00 1/15/09 361 00
10/15/06 293 00 2/15/09 361.00
11/15/06 293 00 3/15/09 401 00
121506 293 00 1509 401 00
1/15/07 293 00 5/15/09 401 00
2/15/07 293 CO 6/15/09 401 00
3/15/07 325 00 7/15/09 401.00
4/15/07 325 00 8/15/09 401 00
5/15/07 325 00 9/15/09 401 00
6/15/07 325 00 10/15/09 401 00
7/15/07 335 00 11/15/09 401 00
8/15/07 325 00 12/15/09 401 00
9/15/07 325 00 1/15/10 401.00
10/15/07 325 00 2/15/10 401 00
11/15/07 325 00 3/15/10 453 67
12/15/07 325.00 4/15/10 453 67
1/15/08 325 00 5/15/10 453 67
2/15/08 325 00 6/15/10 453 67
3/15/08 361 00 7/15/10 453 67
4/15/08 361 00 8/15/10 453 67
5/15/08 361.00 9/15/10 453 67
6/15/08 361 00 10/15/10 453 67
7/16/08 361 00 11/15/10 453 67
8/15/08 361 00 12/15/10 453 67
9/15/08 361 00 1/15/11 453 67
10/15/08 361 00 2/15/11 453 63
11,15/08 361 00
12/15/08 361 00
and to pay an terest thereon, £1om the date of delivery
hereof (whichdate appears in the Delivery Certificate
endorsed on this Bond), calculated on the ba5rs of a 360 -day
year composed of twelve months o£ 30 days each, unless such
calculation would result In the of interest in
of the 85211 m a y which event
nc this Bond shall be calculatedtonp the basis ofai 365 -day
r 366 -day year, as the case may be, ata per a rate
equal to seventy percent (70%) of the "Prime Rate. n of MBank
C Chriiseti N A (the "Bank") its
rate announced from
time to Corpus by the Bank from principaloffice a the
Prime Rates of the Bank), and at a rate of 15% per annum
overdue prancrpal and, to the extent legally permissible, o
overdue Interest Any change the Prime Rate shall
automatically, and without notice n the Issuer, be effec-
tive
ihe purposeochangingtheratinterest which
h
this Bond ea- e2of the opening of business o the date of
rsuch changes
i the Brame Rate Notwithstanding the
foregoing interestrate calculations, from the date of
7 through R-47 14
delayer,' of thas Bond to December 15, 1985, the rate of
Interest on this BOXd Will be faxed at 9% Per annum
15
Furthermore, after December 15, 1985, ther est rate
a
resulting from the calculations s hereinabove provided
shall never be lower than 10% perannum exceed a rate
whvch would cause the net effectvveinterest rate (as
de£aned and calculated in accordance
ath Article 717k-2,
VATCS, as It st
Band) for this Bond as n
of ay d a date h
to exceed 15%
e Interest £ Chast
on his Bond hall bepayable on July 15, 1985 and or
n the
£afteenth day of each mo nth thereafter while thus Bond a
outstanding (each such date beang an interest payment
E TRUSTEE shall calculate the total interest due o
the unpaid prvncipal balance of than Bond (the "Interest
Calculation")neach date any paymentInterest est
principal of this Bond vs due (the "CalculatvonDate") and,
on such Calculation Date, shall Immediately notary the User
(hereana£ter de£Ined) of such Interest Calculation, which
calculation shall represent the full amount of Interest due
on thus Bond on such Calculation Date If the Calculation
Date as a Saturday, Sunday, legal holiday, or day on which
banking instatutionsin
Inc oty where the Trustee is
located a authorized by law o order t close,
ts
then the Interest Calculation shell beMadeand notice shall
lv
be n tothesa
U the next
sung day whvch is not
uch a Saturday, Sunday, legal holiday or day on whvch
banking nstatutaons authorized close, all In
the
same
and with the a force and effect a ifsuch
Calculation had been made on the date th
wa: a�et e v ntereet
THE PRINCIPAL of and
n thus Bond shall be
payable lawful money of nthe United States of Amervca,
without exchange or collection charges Payments of pranci-
pand
Interest shall bN
e made adCo the registered owner by
check rdraftaled bAgent", "Regaetrarus " forthis Bond) he
Payingand or
its (heeeisaftersorlefin08),nted to the under the Trust Indenture
address a registeredr owner at Its
the Trustee, appears on the Band Registration Books kept by
s provided that in the alternative such payment
may be madde b any other methodrequestedin w to
Theifanal payment subject to this
of rthen Trustees
prancapal on his Bond shall beypald
only uponsu rrender of this Bond to the Trustee for
cn
cellataonr
Any prepayment o redemptvon of any princvpnl
anstallments of this Bond shall be made only upon
presentatvon of than Bond to the Trustee,
who
shall make
Record odor sed henotataon of such prepayment or redemptaonin the Prepayment
16
THIS BOND r of a of Bonds datedof
December 1, 1984 Is
and Issued as the
pal of 59,880,000
aggregate
adopted by a then Board of D pot the Issuer
(the "Initial Bond Resolution") on behalf of the City of
Corpus Christi, Texas TO PAY PART OF THE COST OF ACQUIRING,
CONSTRUCTING, EQUIPPING, AND FURNISHING, OR CAUSING TO BE
ACQUIRED, CONSTRUCTED, EQUIPPED, AND FURNISHED A PROJECT
"PROJECT.)
CORPUS
)B
ASSOCIATEPROMOTIONS AND ENCOURAGEMENT R OF N EMPLOYMENT AND THE PUBLIC
WELFARE
ON ANY DATE, the unpavd principal Installments of the
Bonds are subject optional prepayment or redemption and
may
sby the Trustee a n ption oathe r
e e oved a
dateU th funds
fur fished by the User, upow o£the exeromse
r
of the option to prepay o redeem delivered to the Trustee
by the User not later thanthe 30th day prior to the date of
prepayment orredemption Such unpaid principal tall-
ments be so prepaid o redeemed a whole, o any Ins
or n part on any interest payment date (and, if in part,
such principal anstallments shall he prepaid or redeemed pro
rata among the Bonds In chronological order of their
scheduled due dates in an
aunt not less than all of a
unpaid principal Installment to be prepavd od. redeemed), a
the prepayment or redemptioo prate equal to the prancapal
amount '
thereof o be prepavd redeemed, plus accrued
interest thereon to the date of prepayment or redemption,
and without premium
ON ANY DATE not
mode than
y (60) do, but not less
than thirty (30) days pdate the
Letter of Credit (hereinafter a n h it
derailed) willexpvreand
terminate for any reason, thus Bond ds subject mandatory
redemption by the Trustee, with funds provided by the User,
upon receipt by the Trustee
of et Least thirty (30) days'
but n e than sixty (60) days' waltten notate from the
regdstered 000 of this Bond, that and o the
ant owner than Bond is exercising sits rights, hereby
guar caner xer<as
granted, a put thus Bond to the Trustee for redemption at a
Iprdcenter equal t the prancapal a hereof plus rued
thereon t the date he Mede pofot and without
premium= subject, t, d to r, o the right o£ the r red
owner of t and t and such e e any tame
rdurdngeOelp Ochoa period, upon User's vaapputal The
reqs taredtmon owner as Bond suoo00 from put by the
Trustee
owner hereof shall o the offices of the
Trustee d nates mal edsIness hours the T the
dayempta on d sy, S000 , such w on whych
day 15 a Saturday, Sunday, n Legal holvday�o or day on whvch
1]
the offices of the Trustee are
topen for business, on the
next succeeding y n which the offlces of the Trustee are
open far business
ON ANY DATE ON AND AFTER DECEMBER 1, 1991, thls Bond ds
sublect to mandatory redemption by the Trustee, with funds
pzovvded by the User, upon receipt by the Trustee
of one
year's written o
e (which n y be given on y date
on r
after December 1, 1990) from
regastered
thvsBond, that sand o the current i
of thn Bond
ds u
asing Its raghtahereby granted, put this Band t
the Trustee for redemption at a price equal to the prncapal
amount thereof plus accrued Interest thereon to the date of
redemption, and wdthout premlum, sublect, however, to the
right of the
• zcise a anyitame e het
dur nc
g such ey year notice el period,
upon User's approval. The redemption o£ this Bond r sultvng
from a put by the registered c owner hereof shall o n the
d
offices of the Trustee during the normal busrnesshours of
the Trustee on the annyversary dateof such wrdtten notice
• i£ such day is ast day, Sunday, 3 r day
on whack the offices ofTrustee for
business, on the n eedang dayonwhich the not
ea of
Trustee are open for busness
ON ANY DATE, the unpaid prancapal Installments of the
Bonds are
sublect t mandatory prepayment o redemption, a
• whole,and shall be prepaid or redeem, prvor
their
scheduled due dates, by the Trustee, with funds fur vshed by
the User at a redemption price equal to the unpaid prancapal
amount thereof plus accrued a est thereon i the date o£
prepayment redemption, and without premium, dr,dd the
Letter of the User to of
Credit rsecure and
a
(hereinafter de£Ined)undethe terms and conditions
of the Agreement (hereinafter defined) and the Trust Inden-
ture
ON ANY DATE, the unpaid principal installments of this
Bond aCeo
sublect t mandatory prepayment o redemption, as a
whole, and shall be prepaid or redeemed prior to ihelr
scheduled due dates, by the Trustee, with funds wh ch shall
be furnished by the User, on the earliest practvcabie date,
and In all events
wathyn s xty days (sublect, however, t
the right o eholders of all outstanding Bonds t stay
the running of said s xty day peraodfor purposes of Joining
contestin a
appeal of a Determination of ltty),
followingCe
te o of a Determanataon of Taxabilsxabolity a
• nand provided for In the Agreement (hereanafier
defined) The prepayment n prate in such event
shall be equal t theu sad F typal amount of thls
Bond
o prepaid o redeemed, plus accrued i
d I est theveont the
date of prepa}meni or redemption, and without premium In
18
addition, there shall be due and o o the holder of this
Bond an diamount
nal a agreedliquidateddamages (for
loss of additional
abargain andnot aa penalty) calculated by
subtracting (1) the amount of interest accrued on this Bond
during the period from the earliest date from which interest
paid in respect of this Bond 1a determined to be includable
for federal Income tax purposes i o£ the
holderwhich income
a (th "Inclusion Period") m (ii) the quotient o
the of said interest dvuvdea by o minus the Maximum
Federalu Corporate Tax Rate (hereinafter defined), provided,
however that the Inclusion Period shall not include that
period for which assessment
and collection of Federal Income
Taxes able t n this Bond Is barred by
Section 6501 of
v
the Internal Revenue Code "maximum Federal
CorporateTax Rate" is defined to mean
u the m e o£
income taxation to which a corporation is subjectunderthe
Internal Revenue Bond of 1954, as amended, as In effect from
time to time Any change in the Maximum Federal Corporate
Tax Rate which applies to thel nclusion all
automatically b thecalculation of
shall
liquidated damageIaddition, there shall bedue agreed
owing the holder
of this Bond an additional
sufficient to reimburse the holder of this Bond for amount
interest or penalties which a e payable by the holder of
this Bond, plus the
reasonable o
c and expenses incurred
by the holder ofthisBond, with any
Determination of T >ability The agreed liquidated damages,
and reimbursement of Interest, penalties, reasonable costs
and expenses due and owing to the holder othis Bond in
connection with a Determination of Taxability shall be paid
by the Trustee with funds furnished by the User
IND ITION, 1f there shall be a Determination of
Taxability, Inc User shall be obligated to, and promptly
shall, pay an additional amount to the Trustee for the sole
benefit of (1) each prior registered o of this Bond, if
this Band was transferred during the Inclusion Period prior
o the mandatory redemption date described in the preceding
paragraph or (vv) each registered owner of this Bond if this
Bond was outstanding during the Inclusion Period but was
paid, prepaid, or redeemed prior to the mandatory redemption
date described in the preceding paragraph Such payment
shall be sufficient in the aggregate to pay In respect o
this Bond the amount the owner
thereof would have received
as agreed liquidated damagesa£and assuming that, the
aforesaid mandatory redemption date had occurred the
actual date of payment, prepayment, transfero redemption
ofthis Bond The User also shall be obligated to, and
promptly shall, pay an additional a r
the Trustee, for
the sole benefit o£ such owner or prior owner of this Bond,
sufficient to reimburse such owner orprior owner of this
Bond for Interest or penaltses, if any, which are payable by
such owner or former owner of this Bond, plus the reasonable
19
costs and expenses, if any, Incurred by such owner or former
owner of this Bond, in
oe with any D ation o
Taxability shalla pay such additional amounts
to each such o rformer owner during the applicable
period, as shown by the Bond Registration Books
ON ANY DATE, the unpaid principal installments of the
Bonds are stdodect to prepayment or redemption, and maprepaid y
T
orbe
redeemeded prior
t cal
orderhe
s of the),tascheduled the
dates, iat a nverse prepayment i
redemption price equal to the principal amount thereof to be
prepaid or redeemed plus accrued interest thereon to the
date of prepayment o redemption, and without premium, with
and to the any s the
n extent
t(created by surplus
Initial H solution)
after uthe ompletaon of the Project, on provided and
required by Section IS of the Initial Bond Resolution
THE AGREEMENT provides that any provision for any
payment contained an the Agreement this Bond shall
held to be subject t reductionto
f the a allowed under
the applicable u ury laws of the State amount
Texas and the
United States of America, asr hereafter construed by
the courts having jurisdiction, and It Is agreed by the
Issuer and the owner of this Bond that In vent shall
usury be paid or collected with respect to this Bond
AT LEAST 20 DAYS PRIOR to the date fared for any
prepayment or redemption of the unpaid principal Install-
ments of the Bonds (except for a mandatory prepayment o
redemption due to a failure of theUser to uand
maintain a h
of Credit for w notice of suchprepay-
ent or redemption shall be given by the Trustee at the
earliest practicable date) the Trustee shall c eatten
notice of such redemption to be mailed to the registered
owner of this Bond addressed to such owner at the address
appearing on the Bond Registration Books By the date faxed
ro
any such prepayment oredemption, o
due p shall
be made by the U ttheTrustee and the Payang Agent
for the payment of the principal amount of this Bond which
is o be prepaid or redeemed, plus accrued i est thereon
to the date flied for prepayment or redemption, plus any
required prepayment or redemption premium, and any other
amounts d g
ing agreed liquidated tl y, of andue the
owner off tho iBond (hereon collectavelyreferred to as the
redemption price") I£ such written notate of prepayment
or redemption as given and if due provision for payment of
the redemption price Is made, all as provided above, the
unpaid principal v tallments of the
Bonds which a o be
prepaid r iedeemed
thereby automatically e
shall be deemed t
hare been prepaid oredeemed tpiorcto their scheduled due
20
dates, and they shall not bear interest after the date fixed
for prepayment or redemption, and they shall not be regarded
s being outstanding except for the right a£ the owner
thereof t receive the x redemption price from the Paying
oprovided for such payment Agent
out
of such a ndssuch unpaid
principal installments which are to a be prepaid or redeemed,
shall be paid at the redemption price. Except as set forth
above, the principal installments of this Bond are not
subject to prepayment or redemption prior to their scheduled
due dates
IIMSEDIATELY AFTER, and In all events within 15 days
after the Trustee receives notice that the Initial Letter of
Credit will expireor
terminate, the Trustee shall give
written
o£ such fact to the registered owner o£ this
Bond addressed to such owner at the address appearing In the
Bond Registration Books
IF THE DATE for the payment of the principal of o
Interest on this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city
whete the Paying Agent is located are authorized by law o
executive order t close, then t efor such payment
shall be the nextsucceeding day which not such
Saturday, Sunday, legal holiday, or day o which banking
institutions are authorized to
close, and payment o such
date shall have the same force and effect as if made on the
original date of payment
IT IS HEREBY CERTIFIED AND COVENANTED that this Bond
has been duly and validly authorized, Issued, and delivered,
that all acts, conditions, and things required of proper to
be performed, exist, and be done precedent to or In the
authorization, Issuance,
delivery of this Bond have been
performed, existed, and n done In accordance with law,
that this Bond revenue obligation of the
Issuer, and that the principal ofand
Interest this Bond,
together with agreed liquidated damages, if any, and inter-
est, penalties, reasonable costs andeif any,
required o be reimbursed in c D
ath a Determination
of Taxability, are payable from a red by atfirslien
on s
and pledge of the payments designated a "Installment lment
Loan Payments. to be maae or paid, or causedto be made or
paid, to the Trustee pursuant to the Initial Bond Resolu-
tion,t Indenture, and the Agreement between
CorpusChristi Industrial Development Corporation and
Medical Plaza
za Associates", dated as of December 1, 1984 (the
"Agreement") The User, a partnership Is unconditionally
obligated to make or pay, or cause to be made or paid,
without set-off, recoupment, o counterclaim, to the Trustee
each such ¢ Installment Loan Payment for deposit Into the Debt
21
Service Fund created foe the benefit of the owners of the
Bands by the Initial Bond Resolution, in aggregate
suffoclent
redeem, vada gfor the payment
andn
redemptao pay eand
r
of, the principalofInterest
s
and re on this
Bond, and the seroes of which It Is a part, and to pay all
other a unts required by the Agreement, the Initial Bond
Resolution, and the Trust Indenture when due, subject to and
as d by the provosoons of the Agreement, the Initial
Baud xeE BONDS are secured by a and the sIndenture
Indenture dated a of
December 1, 1984(the'Trust Indenture"), whereunder MBank
Corpus Christi N A, or
successor,
r its ucce r, as Trustee, is
ustodian of the Debt Servoce Fundandsobligated to
enforce
the rights of the o of the Bonds and o perform
other duties a d
manner e
the coeti ns stated
on s
the T n
Tryst Indenture Inc "Eventof D ault,a a
defnetl nthe Trust Indentures a shalloccur, the unpaid
principal installments of the Bonds may bedeclared to be
due and payable immediately upon the conditions and on the
maner provided intim Trust Indenture
The Bonds are additionally secured by a Deed of Trust
and Security Agreement - Fi"Deed gu t between the
User and the Trustee (the "Deed of Statement
relating t
certaon property of the User pledged to secure the payment
of the Bonds, and by a ity agreements between the
User
and the Trustee (the "Security Agreements") relating to
certaon
additional property of the User pledged to secure
thepayment of the Bonds Reference Is hereby made to the
Initial Bond Resolution, the Trust Indenture, the Deed of
Trust, the Security Agreement and the Agreement for addi-
nal prciosions with respect to the n of
the s ights,0 and obligations to tthe
User, the vI he the T and the o of the Bonds,
the Lerma upon which then Bonds a Issued and secured, and
the modification of any of the foregoinga
The Bonds are
additionally e rued to the benefit of a
letter of credlt(the "Initial Letter
a
of Credit") Issued by
MBank Corpus Christ,, N A o theTrustee, for thebenefit
of the Bondholders, for the account of the User, such
Initial Letter of Credit and any permitted substitute letter
of credot being referred to hereon as the "Letter o£
redat" The Letter of Credot has been issued for the
purpose of assurong payment when due of the principal of and
interest an theBonds The Letter of Credit Is on file with
the Trustee at the principal corporate trust office of the
Trustee, and
reference 1 hereby made to such document for a
descriptionof the nature antlof the liability of the
Issuer o£ the Letterof edat ntthe roghts, duties and
obllgatlons of the Trustee thereunder, and the obligations
22
of such issuer thereunder, and for a description of the
procedures govern'-lg drawings thereunder by the Trustee
THE ISSUER has reserved the right, subject to the
restrictIons stated in the Initial Bond Resolution, to issue
0001,0001 parity revenue bonds ("Additional Banda") which,
when Issued and delivered, shall be payable from the Debt
ServIce
Fund, shall be payable from a d by a
£vretpledge
pursuanttothe Agreement and £e InstallmentLoan
benefits no£
and secured by the Trust Indenture, the t Deed oTrustand
the Security Agreement in the s and to the s
extent as, and be o a parity with, all then outstanding
Bonds andAddataonal Bonds
THE Rell has
ght c
amend the
Initial Bonasouta reserved In ad
therein, and under s e (but not all)
uamend-
ments
end-
s thereto m s
t be approved by the o of at the least
51% of the aggregate principal amount of a the o tstand'ng
Bonds and y Additional Bonds secured by the Trust
Indenture
THE OWNER HEREOF shall never have the right to
demand payment of this oblagataon out of any funds raised o
to be ralsed bysr
from any whatsoever
except the payments and1a s described I thas Bond, the
Initial Bond Resolution, the Trust Indenture, the Agreement,
the Letter of Credit, the Security Agreements and the Deed
of Trust Except for the lien o and the and
pledge of such property, payments and amounts, no property
of the Issuer is
encumbered by any lien o s
uty anterest
for the benefit of the owner o£ this Bond Neitherthe
State o£ Texas, the City of Corpus Christ', Texas,nor
any
r
other political corporation, subdivision, agencyof the
State of Texas, nor the Board of Directors of the Issuer,
either 'ndiuidually or collectively, shall be obligated to
pay the principal of this Bond, any premium or payment with
respect to than Bond, the Interest hereon, or. any other
amounts regu'red t iand hereunder, and neither tfaith
andcred't, nor the taxB
taxing power, of the 5 of Texasthe
nor
City of Corpus Christi, Texas,any other political
orporat'on, subdivision, or agency of the State of Texas,
Is mledged to the payment of the tr'nc'pal of this Bond, any
pre
r payment with respect this Bond, the Interest
hereon, or any other amounts reguared to be paid hereunder
THIS 0000 may be a sagned and shall be transferred only
n the Bond Regastrataon Boots of the Issuer kept by the
Trustee,
terms
s Registrar, upon the t ond't'ons set
fortha e Inataal Bond A solutaonthe Trust Indenture
and the Assignment provasvons endorsed hereon Such
23
transfers shall be without expense to the owner hereof, but
any taxes other governmental charges reguored to be paid
wath respect to thea
shall be paid by the owner
requesting such transfers
a ondation precedent to the
exercase o£ such privilegeThe registered owner
of this
Bond
may bdeemed and treated by
the Is theTrustee
andthe U the absolute ow
ncluding payment and daschargeof r n
liability upohereof for n purposes,
sohiff d
to the extent of such payment, and the Issuer, the Trustee,
and the User, shall not be affected by any notate to the
contrary
THIS BOND shall not be valid or become obligatory for
any pe o
r be entitled t any s ity or benefit under
the TrustIndenture til thes rtificate of
Authentication hereon shall have beensigned by the Trustee
and the Delivery Certificate hereon shall have been com-
pleted
IN WITNESS
WHEREOF,n this B been
d has b ned with the
manual i
£acsimile gnatureso£ thesident and the
Secretary of the Board of Directors of the Issuer, and the
official seal of the Issuer has been duly impressed, or
placed In facsimile, on this Bond
Secretary, Board o£ Directors President, Board o£ Directors
(ISSUER'S SEAL)
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the p
slons of the within mentioned Agreement, �dlnrtaal Bond
Resolution, and Trust Indenture
(WANE CORPUS CHRISTI, N A
Trustee
By
Authorized Officer
24
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the registered owner of this Bond
last lasted below sells, assIgns, and transfers the within
Bond to the Assignee last lasted below, and hereby
authertzes the transfer of than Bond on the Bond
Re ooks o the T Such as sr Lunen wail
thea TrusTrue rI£acatton o£Is a precen ^a this B
es
the Trustee Its address t whack payments n shall ibe remade Land
the Trustee makes notation of such Assignment below
SIGNATUREDATE OF OF
ASSIGNMENT OWNER ASSIGNEE REGISTRAR
FORM OF DELIVERY CERTIFICATE
DELIVERY CERTIFICATE
THIS SOIM
purchaser hereof as cloistered to and geld for by the Initial
on
25
FORM OF PREPAYMENT RECORD
PREPAYMENT RECORD
Date Principal Remaining Name & Title of Signature of
uthorssed 0 zed
avme^c Redemption 6elance nekrn¢ £niry officer
Section 6 PLEDGE The Bonds, and the interest
thereon, together with agreed liquidated damages, 1£ any,
and interest, penalties, reasonable costs and expenses, of
any, rered t hno
reimbursed v Determi-
nation
with a rm1-
atlonofaTaiability as provided In the Bonds, are and shall
be payable from and secured by a first lien on and pledge of
the payments designated as Installment Loan Payments to be
made or paid, or caused to be made or paid, to the Trustee
by the User, pursuant and sublect to the terms and prvl-
sis of this o
Initial H s u
Resolution, the Trust Indenture,
and the Agreement, ands hInstallment LoanPayments a
further pledged Irrevocably t the establishment and main-
tenance of the Debt Service Fund hereinafter created
Section 7 DEBT SERVICE FUND (a)Establishment o
Debt Service Fund e and special trust fund to be
designated and known as separate
"Debt Service
Fund. shall be
established by the Issuer with the Trusteefor the benefit
of the owners of the Bonds pursuant to the Agreement and the
Trust Indenture, and maintained as provided v this Initial
Bond Resolution and the Trust Indenture, as long as any of
e Bonds, o e h thereon, t with agreed liqui-
dated damages, any, r liabilityof User to reimburse
Interest, penalties,
, nable costs and expenses, if any,
incurred an connection with a Determination of Taxability,
as outstanding nd unpaid
(b) Accrued Interest
Immediately after the delivery
of the Bonds t thea sal purchasers thereof, all ay rued
inrest, if any, r ued from the proceeds from thesale
and si
delivery o£ the Bonds, shall be transferred by the
Trustee into the Debt Service Fund
(c) Installment Loan P e User shall make
or pay, or cause to be made ore paid, tothe Trustee, which
26
shall deposit into the Debt Service Fund, Installment Loan
Payments as follows
(1) On or before each Interest payment date as pro-
vided in the FORM OF BOND set forth in Section 5,
an amount which, together with any other amounts
then on deposit therein and available for such
purpose, will be sufficient to pay the Interest
coming due on the Bonds on each interest payment
date, and
(2) On or before each principal PaYment date a.
provided in the 00015 OF BOND set forth in Section
5, an amount which, together with any other
amounts then on deposit therein and available for
such purpose, will be sufficient to pay the
prIncipal of the Bonds scheduled to be paid on
eachprincapalpaymentdate, and
(3) On or before any optional or mandatory prepayment
or redemption 2.05 55 permitted or required an the
FORM OF BOND set forth In Section 5, an amount
which, together with any other amounts then on
deposit and available for such purpose, will be
sufficient to pay the prepayment or redemption
prate specafved therein, and
(4) Promptly after, and In all events within 60 days
following, the occurrence of a Determination of
Taxability (sub,ent, however', to the right of the
holders of all outstanding Bond. to staY the
running of said sixty day period for purposes of
oining in a contest or appeal of a Determination
of Taxability), resulting in a mandatory prepay-
ment or redemption of the Bonds, an amount which,
together with any other amounts then on deposit
and auailable for such purpose, wall be sufficient
to pay the agreed liquidated damages, and any
interest, penalties and reasonable costs and
expenses required to be reimbursed in connection
with a determlnation of Taxability, all as pro-
vided in the FORM OF BOND set forth in Section 5,
due and owang with respect to the Bonds to be
prepaid or redeemed on such mandatory prepayment
or redemptIondate, and
(5) Promptly after, and In all events within 60 days
follobang the occurrence of a Determination of
Taxability (subject, however, to the right of the
holders of all outstanding Bonds to stay the
running of said sixty day period for purposes of
,oining in a contest or appeal of a Determination
27
o£ Tamability), resulting In a mandato, PrePaY-
ment or of the Bonds, the additional
amount necessary pay the agreed liquidated
damages,and sany Interest, penalties and reason-
able costs and expenses required to be reimbursed
connectionin with a Determination of Taxability,
all asprovided in the F F BOND s forth 1
n d 5, and owing Rt OF
rerthad o
were paide prepaid,
=
transferred redeemed,) prior t such mandatory
prepayment orredemption asspecified in the FORM
OF BOND set frth in section , and
(6) On any date on which the Bands are declared to be
immedostely due payable pursuant
Trust
Indenture, which,together with any
other amounts then on deposit and a salable for
such purpose, will be sufficient to pay the prin-
cipal of all Bonds then outstanding and the
interest accrued thereon to such date, and
(7) Promptly after receipt of acha and
request for payment, equal eto the
charges of the Trustee for performing the duties
of Trustee and Registrar, and the charges of the
Paying Agent for the Bonds, as designated In the
FORM OF BOND
t forth in 5 n 5, for paying o
redeeming installments of the Bonds and
payrngthe interest thereon
In the event the User should fall to make or pay, o
cause
ad or
o be m paid, any of the required Installment Loan
Paymentsset forth in this SectIon, eash such reguvred
payment shall continue n
obligation of the User u til
fully paid, and the n
User agrees to pay the to the
Trustee, for the benefit of the owners of theBonds, with
Interest thereon, to the extent legally permissible, at the
rate
of fifteen percent (15%) per annum, from the date any
suh payment vas due until payment thereof
(d) Draws on the Letter of Credit The Trustee shall
draw under the Letter of Credit in accordance with Articles
5(d)(3), 5(5), 5(r) and 5(s) of the Trust Indenture All
money drawn under the Letter of Credit shall be deposited v
the Debt Service Fund, to be used by the Trustee exclusively
to pay the principal of, and v the Bonds, when
due, whether by of thestatedon
of such
principal o o declaration of acceleration, call
for redempti Interest, y the requirements of or
5(q) of the Trust Indenture
28
(e) Redemption The Bonds authorized hereby shall be
subject to redemption, and may or shall be redeemed, as
specified in the FORM OF BOND set forth in Bentson 5
(f) Payments from Debt Service
Except cepa other
s
specifically provvded inthisI ial Bond Resolution
ithe Trust Indenture, the Debt Service Fund shall be used
by the Trustee only to pay the principal of, end redemption
premium, If any, agreed liquidated damages, 1£ any, inter-
naltaes, reasonable s, and expenseIf any,
required to be
reimbursed v with e t
of T xabilitys
a vlded in the Bond, and Interest on the
Bonds, when due, and the charges of the Trustee, Regvatrar,
and Paying Agent, and the Trustee shall make vailable to
the Paying Agent, out of the Debt Service Fund, athe amounts
required to pay or redeem the principal of and interest o
the Bonds when due, and the T r
shall make all other.
payments a ed by this Initial Bond Resolution and the
Trust Indenture The Trustee shall obtain and destroy all
paid Bonds
(g) Immediately Available Funds The User shall make
Installmentall L will be inunedr-
atelyavailable and a e Paying Agentton lawful
money o£ the United States the
Amefica,
the principal, inter-
est, and other amounts with respect to
the Bonds, when due
(h) Investment of Funds Any money held as part of
the Debt Service Fund shall be invested or reinvested by the
n the v e
n dvrectvon of the A g Officer
In any direct or indirect obligations of the U ted States
of America or any agency thereof, or n bank certificates o£
deposit, Including those of the Trustee The Trustee shall
make no Investmentsrept as specifically drrected by the
Approving Officer, or. as otherwise provvded hereon The
Investments
£ the
Debt Service F shall be deemed
to b
partof such Fund, and, for the purpose of determanngihe
amount of m neyIn uch Fund, such Investments shall be
valued at their cost ormarket value, whichever Is lower
The Income and profits, including realized discount on
obligations purchased, recerved from
such Investments
be deposited 1 red ted i theDebt Service
Fund, and
any losses o Investments thereon shall bechargedagainst
the Debt ServiceFund If at any tame it shall become
ary that a all of the Investments made with the
moneys some or be
Heys from the Debi Service Fund be redeemed or. sold to
terse nems necessary to comply wv ih the prove, ons of this
matt, Bondwithout
Resolution frtherau hofs Trust effect
such
the Trustee
shall, withoufurther the caleat on, effect sych redemption
sola, emplthodg, the c of a sale, any c sally
notHalle method of effecting the a The Trustee shall
be liable or respnsable for any loss resultangfrom any
29
such inrestment or
sulting from the redemption o sale of
any suchInvestment
s hereon authorized, except that the
Trustee shall be liable for (1) any loss resulting from its
gross negligence or willful misconduct, within a reasonable
tome after receovang the wrotten direction from the
Approvong Offocer to
make, n
sell a Investment i
the manner provideda (z) apt for
redemption o sale made pursuant the preceding
entente of this paragraph, for any loss resulting from the
making, redeeming, or sellong of any investment which was
not authorized by wrotten direction of the Approving
Officer If the Trustee os unable, after reasonable
nable effort
and within a reasonable t make, redeem,
y
o sell any
such investment, it shall so notify in writing theApproving
Officer and the Trustee
f
shall be relieved o all responsi-
bility with respect thereto In the event ofany such lass,
the User shall make additional deposits to restore s , of
and t the extent required to enable the Trustee to makeall
payments required to be made from the Debt
e Fund, and
such additional d shall constotuteada clonal amounts
of Installment Loan Payments
Section 8 SECURITY FOR FUNDS To the extent the
Trustee deems ot advisable, and at the sole doscretron of
the Trustee,
all u all Funds established
pursuant t the Initial Bond Resolution (oncludong the Debt
Service Fund and the Construction Fund), maybe secured
Section 9 THE USER'S PAYMENTS (a) Unconditional
Obligation The Ur has c ted i the Agreement,
by the approval of this In tial n
Bond Resolution, the User
other has
n i
onditionally obligated self and agreed,
regardlesso£and n ithstanding any provisoons o£ the
Agreement, and regardless o£ the provisocns o£ any other
agreement or
contract c the contrary, make or pay, or
cause o bemadeor paid, withouta -off,r oupment, or
counterclaim, the I n
Installment L Payments to the Trustee
in the a required by Sectionn
7(c) to be made I the
,
Debt 5 rvice Fund, and t make such payments on orbefore
the dates specified in thrs Initial Bond Resolution and the
Trust Indenture, and said payments by the User shall be and
constotute
the Installment Loan Payments a contemplated and
required by the A Each Bondholder Is and shall be
entitled to rely uncondotoonally o
the
ants, and representations set forth in this Initial cove-
nants, Bond
Resolution and the Trust Indenture
(b) Prepayments It Is further understood that the
User may prepay all o of each Installment L
Payment, and any such prepayment, and any a ings thereon
shall be applied by the Trustee to the payment of each
Installment Loan Payment, provided that the prepayment or
30
emp
tom
prancopal
ofd theta ndst praort toe theorn due dates, with funds from eany
(whether from Installment Loan Payments orother-
e
se)shall not reloeve the User of a oblogatoon to make
r pay, or cause to be m old, each Installment Loan
Payment e
specofaed on Sectoon 9(a), when due with respect
any remaining unpaid proncapal installments of the Bonds
Section 10 ADDITIONAL PARITY BONDS (a) Addotaonal
Bonds The I s the right, upon the request of
the User, tos rrevenue parity re enue bonds ("Addi-
tional Bonds") a sin eany amounts, for anylawful purpose o
purposes, including he refunding o£ y ou standong Bonds
Such Addatoonal Bonds, along with the
Bonds authorized by
this Initial Bond Resolution, shall be considered, consti-
tute,
and be " onds" as defined on, and forall purposes of,
the Agreement and the Trust Indenture, rthermore, f all
purposes of rhos mitis t Bond Rea urianthe term Dods"
hall mean and Include he Bonds authorized hereby and any
Additional Bands, unless the context oiherwose indicates
When Issued and delivered such Addotaonal Bonds, the redemp-
tion premvum, of any, agreed liquidated damages, if any,
interest, costs aexpenses, penaltoes, r asonable c nd of a
r to be r Imbursed o connectoon
withaDetermination
o£ Taxabllaty, and the Interest thereon, shall be payable
from the Debt Service Fund, and shall be payable from and
secured by a forst lien on and pledge of Installment Loan
Payments pursuant to the Agreement, and secured by the Trust
and t of Trust, in the sto
Indenture d d beuon st oty mwath, all and en
outstBondsa,dong y be Bonds a Issued and and
la onds. Such Addata non
s or
bvaroous aa may principal amounts, maturing an one or more saaty edafferentu tomes,
Ing at ou different rates, be payable
r is or redeemable p Ito=
prices, awoth or ath ut oredemption epremoum, on whatever terms
provided in may co tion such other provosaons maybe
Bond Reno Iuttoon authorazong the ass s an of
such Addata anal
s provoded, however,that no
serves or Issue of Addotaonal Bonds shall be issued unless
(1) In the opinoon of Bond Counsel (A) the
Issuance
of such Additional Bondso
wall n adversely
affectxa
the a emptaon from federal income taxation of
the Interest on the then outstanding Bondsand Adda-
taonal Bonds, or affect the vzlidoty of the then
outstandong Bonds or Addotaonalonds (e) such
Addatoonal Bonds a red i the s and t
the same extent as and are on a parity wv th
outstanding Bonds and Additional Bonds,
e all then
31
(li) A certificate Is executed by the President
and Secretary of the Board of eDvrectors o£ the Issuer
to ffect th default a ctionwvth
the t Bonds or the tTrust Indenture t(or anyamendmento
supplement thereto) orwith any of In
covenants o
requirements of this Initial Band Resolution or the
Bond Resolutions (or any amendmentsor
supplements
thereto) uthorining o£ then out-
standing
bt
dexo sit therein,sex, ice Fund erne the amount then required toabeeon
(vii) The Bond Resolution authorizing the Issuance
of such s s or Issue of Additional Bonds provides
for additionalInstallment Loan Payments to be depos-
ited into the D and 1 amounts sufficient
o pay all rvncapaleof1Ceedemgtvonp num, of any,
agreed liquidated damages, If any, Interest, penalties,
reasonable costwith and expenses required to be reimbursed
inc ectvon a Determination of Taxability, and
Interest on such AddstIonal Bonds,igether with all
attributable ito such Additionstrar, and al Bondst fees and expenses
(Iv) The Approving Officer and the owners of 51%
of the aggregate principal amount of the Bonds and
Additional Bonds, of any, thenoutstanding, approve a
writing the Bond Resolvtvon authorizing the a of
such se sue of Additional Bonds, as required
by the Agreement,
(v) The principal andtpayment dates
durIng any year which princspaleandt
Int on such
di
Atltgi
onal Bondsa scheduled aid, Interest
ethe same
for the Additional Bonds and the Bonds, and
(v1) The Commisvon expressly gives prior
e
approval to the a f such Additional Bonds
(b)oAmendmentuto st Indenture It
bei am amended l nt be
necessary suppleented tol ed cruse aany emes or suethe Indentureof
Additional Bonds to be secured by the Trust Indenture All
that shall be necessary or required t any such Addi-
in1 Bonds t dby the TIndenture s for the
Issuer
o deliver to a Trustee a ti£iedcopy o the
BondResolution authorizing their Issuance prior to the
delivery of such Addltlonal Bonds
Section 11BP ECIAL COVENANTS The Issuer further
cotenants as follows
(a)Installment Payments Pledged t Bonds Only
Other thanfor thepayment of the Bonds, as provided In this
Initial Bond Resolution and the Trust Indenture, the In-
stallment Loan Payments have not In any manner been pledged
to the payment o£ any debt or obligation of the Issuer;
(b)Non-Encumbrance
Wnvle any of the Bonds Is
out-
standing,
the Issuer 0111 not (except with respect t the
Bonds and any Addvtvonal Bonds and except as provided an the
Agreement, any Bond Resolution, or the Trust Indenture) in
any m whatsoever c suffer to exIst,
directly manneror tly, re any mortgage, lien, encumbrance,
pledge, charger agadnst the Debt Servdce Fund, the In-
stallment
ent Loan Payments, the Constructdon Fund, or any
property or moneys deposited with the Trustee
(ci Performance by Issuer The Issuer will carry
out
all of o and obligations under thus InitvalBond
Resolutvon,antheIssuermay be reguared to carry out
such
covenants and obllgatvons by all legal and blema
ncluding, but without limitation, actions for epespecdflcper-
formance and the use and fvlvng of mandamus proceedings, 1
any of competent Iurasdaction located c in Nueces
County, Texas, its Board o£ Directors,
and its offacaals and employ employees,
(d) Certain Modifications Prohibited The Issuer
covenants and agrees that It
well n cute or permit the
egecutdon
of any c rm
act enteor termynate or
endr
the A n
any manner would relreve o
abrogate the obllgataons of the U make or pay,
cause to be made or paid, when due, all Installment Loan
Payments, an the manner and to the extent resumed by the
Agreement, this Initial Bond Resolution, and the Trust
Indenture,
which would change o affect 5 s 4 04,
06, 5 05, 6 01 and 6 02 of the Agreement ithout the
written consent o£ all of the Bondholders and theTrustee
Section 12 BONDS ARE SPECIAL OBLIGATIONS The Bondi
are and shall be special revenue
obligations of the Issuer
payable solely from payments to be made under the Agreement,
this Inataal Bond
Resolution, the Deed of T Guaran-
tee,
G -
the Letter ofCredit, and the Trust Indenture, and the
Bondholders shall n r have the right to demand payment
thereof or theiest thereon any other payments
required thereunder o of funds radsed or o be r sed by
o
from any whatsoeverother than the
fcregoang The Bonds a svdered
as obligations of the 5 not
Texas, a the Governmental Unit,
or any other political subdi✓rsvon cr agency of the State of
TeAas, o of the Board of Directors ofthe Issuer, either
indl Idually or collectively
33
Section 13 AMENDMENTS (a) Amendment with Consent
of Owners of S1°( of Bonds. Sublect to
approval in w a
by i f a of the User, the o of 51%a
aggregate ppprrncvf palamount of thethen J
outstan n ds
shall have the right from i a to tame approve any amend-
ment to any Bond Resolution, the Bonds, or to the Trust
Indenture (provided that the Trustee must approve any
amendment the Indenture), whack may be deemed
by how
ai
perm,
othe amendment, wvthout the consent oof the cw
owner of
at
each of the then outstanding Bonds affected thereby, of rthe
terms and conditoo so£ any Bond Resolution, the Bonds or
the Trust Indenture, so as to
(1)
(2)
(3)
change the service Fund
reguarements, ante,-
paymentest dates,
mandato,emptvon provl-
srons, or the urrty or maturataes o£ the
outstanding Bonds,
reduce the r o£ anteresi borne by any of the
outstanding Bonds.
reduce the a of the principal of, redemption
premium, 1f manyagreed 11gu1dated damages, If
any, Interest, penalties, rea o nable costs and e -
Penses, a£ any, required to be reambursed In
connectIon
a Determination of Taxabolaty, o
Interest
aoutstanding Bonds, apose any
condatsons wath respect to such payments,
(4) modify the terms of payment of principal of,
redemption premium, I£ any, laquadated damages, If
any, interest, penalties, reasonable c end ex-
penses,
-
pensesi£atea onany, reguared to be reambursed an
connection with a Determinataon of Taxablllty, o
Interest on the o tstandang Bonds, or Impose any
conditions with respect to such payments,
(5) affect the Ights of the rs of less than all
of the Bonds then outsiandang,
decrease the ma m percentage of the principal
amount of Bondsnecessary for consent to any such
amendment, or
(B)
( a )
alter the oblagataons of the User to pay Install-
ent Loan Payments In the m and to the extent
provided the Agreement, the Bond Resolvtaon,
and the Trust Indenture
34
(b) Notice of Amendment
I£ at any time the Issuer
desire amend s any Bond R e Trust
Indentureunder thisSection, , the Issuershall or
a copy
of the proposed a endrentat the principal office o£ the
Trustee and shall c snotice of the proposed amendment to
be published at least once a financial newspaper, journal
or publication
of gcirculation
rctv
the State
during each al eek for at least two
w successive
calendarweeks of temporary
permanent
suspension of the publication
or general circulation of all
such financial newspapers, journals and publications, it is
Impossible or impractical to publish such noticen the
manner provided herein, then such publication In lieu
tereof a a
shall be m by the Trustee shall constitute a
sufficient publication of cSuch n shall briefly
set forth the nature of the proposed amendment and shall
tate that a copy thereof is n file at the principal office
of the Trustee for inspection by all owners of Bonds Such
publication i required, however, If notice In writing
is given to each owner of Bonds
(c)Consent
Ltm
o Amendment Whenever any t not
less than 30days, and within one year, from the date of the
first publication of said notice or other a eof
written
notice the Issuer shall ie instrument
instruments
executed by t ownersofat least51%n the aggregate
principal amount all Bonds then outstanding, h
Instrument
or instruments shall refer to the pr00000d
amendment
described In aid notice and shall specifically
consent such to and approve such amendment, the Issuer may adopt
the
amendatory resolution in substantially the same farm
(d) Effect of Amendment.
Upon the adoption of any
e
amendatory solutionpursuant nt to the provisions of this
Section, any such Bond Resolution, or the Trust Indenture,
shall be deemed to bem ended accordance with such
amendatory resolution, andthe respective rights, duties,
and under such amendatory resolution, the
Trust Indenture, of all the Bondholders shall thereafter be
determined and exercised subject in all respects to such
amendments
(e)Consent
f Bondholders i
Any c n by
Bondholder pursuant t the pro,scns o consent
n
s shall
r
be Irrevocable for a period o£ one year f the edate of the
first publication or other giving of the notice provided for
in thisecand shall be conclusive and binding upon
all future owners a
of the same Bond during such period Such
consent
may berevoked a nI
y t ie year from the
t of the first publication o otherg g of such notice
bythe Bondholder who g n
such c rby asuccessor
in title, by filing notice thereofwaath the Trustee and the
35
Issuer, but such revocatoon shall not be effective if the
owners of 51% in the aggregate proncopal amount of the then
outstandong Bonds have, prior t the attempted revocation,
consenx d to and approved the amendment
(f) Ownership of Bonds For the purpose of this
Section, the fact of being a Bondholder and the amount and
numbers of such Bonds, and the date of being
nof" -
execucl i o be s ondholder rbyo erti£oc
ted by an• y trust amp ny, bank, banker, eeb nker, or any other
depository wherever situated showing that at the date there-
on such person has on deposit with such trust
company, bank, x
banker, or other depository, Bonds des -
• d an such
tificate, or on any other
whether
or not the
Bonds are o deposited, as theTrustee may ap-
provec
of any Bondholders will continue until that
wrottennotace tothecontrary os served upon the Issuer
(g)Amendments without eNotwithstanding the
poovoof(a)through (f)oofd this Section, an without
publicatiocstso m
n of the proposed amendment and withoutthe con-
sent of the Bondholders, butsubject to approval of the
Approving officer and, on the case o£ any amendment to the
Trust Indenture, moth the approval of the Trustee the
Issuer may, at any tome,end any Bond Resolution, or the
Trust Indenture, to cure any ambiguity o o ect, o
supplement any defective o s r
t provisioncontained
therein, make any otherchangethat does n any
respect m pally and adversely affect the Interest sof the
Bondholders, p waded that n such amendment shalbe m
B contrary t the p ova Se on 3(a), an a duly certde
fled or ed copy of each such amendment shall be filed
with the Trustee
ectaon 14 ESTABLISHMENT OF CONSTRUCTION FUND. (a)
Deposit of Bond Proceeds in r
n FundPrior
or mmedaately after theand delivery of theBonds
authorized hereby, the Issuer shall establish the Construc-
tion Fund with the Trustee, as defined in and required by
the Agreement The Issuer shall deposit all of the proceeds
from the sale and delavety of the Bonds authorized hereby
onto the Construction Fund The Trustee shall draw on and
use n F t
the s hereinafter provided The
amount
o deposited onto
athe C n Fund shall c nato-
the Loa• n made to the User obythe t Issuer as contemplated
and provided in the Agreement
(b)Investment Money s Fund Any
money heldas part of the ConstoctoonFund other than the
36
amounts described an Section 15(a), shall be invested o
reanvested by the Trustee
upon the w
n direction of the
Approving Officer in any d ee or n
oblagataens o
the United 5 of America, a anyagency thereof, Or in
the bank certificates of deposit,ng those of the
Trustee The Trustee shall make no
anvestestments except a
specv£acally directed an writing by the Approving Officer o
as otherwise provided The of the
e deemea
ction shall
if r to be a part of the
Construction
money nad the Constructmionp Fund, such uchea
shall tbe valued at their cost o market value, whvche erns
lower The income and profits, including realized discount
on Obligations purchased, received from such Investments
shall be deposited a the C Fund,
and any 1 n investments credited
b charged ua
n Fund If a any a shall become tn ary
thatainst the
some all of the estments made wath the emoneys
from the Construction Fundy be redeemed or sold to ramse
neyssary to comply with the provisions of this
InItmal Bond A solution o the T Indenture, the Trustee
shall, without further authorizat on, a such redemption
or sale, employing, In the c of a sale,any commercially
m
reasonable method of effecting the Upon then
direction of the Approving Officer theTrustee shall redeem
or sell allr any designated pari Of such investments
mloyIng, In
the of any ally
onable method o the a The Trustee shall
not be o mosable for any loss r sultIngfrom the
redemptioneptuuror saleof any such estmentherein
authoraced, i
except that (no vihatsnding any provaislons of
ru a
the Agreement) the T shall be liable for (1) any
loss resulting from Its gross neglagence or willful
mliconduct, wathana
a e after r the
rotten direction from the Approving ofmake,
redeem, manner
sell any investment In the m rr 0 provided for
herein, and (2) any loss resulting from then making, redeem-
ing. or of any v which w uthorazed
direction of n them Approving Offacera the
Trustee t after effort and walthan a
reasonable e tame leafter receipt of l a the reguvred wratten
darectaon, to make, redeem, or sell any such Investment, mt
shall sonotify a vng the Approving Officer, and the
Trustee shall be relieved of all liability or reaposabillty
with respect thereto
(c) Deno., of Accrued Interest, Income, and Profits
Any accrued Interest recemved from the
sale o£ the Bonds,
and, upon t en darectaon of the f
Approving o and
to V
the extent 4that such use as consastent math the r
of Section 15(b)(v), all v at
and pro£s r ved
from construction the Investment Of the constructn Fund, shall (asu
ssoon
as practicable after an receipt thereof has been deposited
an ocredited t ee
Construction Fund) be transferred by
theTrustee s
and deposited i v
Into the Debt Service Fund d to be
used to pay interest on the Bonds during the period of
construction of the Project
Sectaon 15PAYMENTS
N
FROM ION FUND (a)
issuer's and Trustee's AdministrativeOverhead E
Immediately a the delivery tee
and
Other Costs
he Bonds
authorized hereby,the Trustee shall of ay the Issuer
directly out of the Construction Fund the amount of $7,750
being the amount required to reimburse the Issuer in part
for Its administrative and overhead expenses directly
attribute., and chargeable t t the c of the
Bonds authorized zed hereby, promptly a .ceavang
the
bills o statements therefor, all of the actual expenses and
costs ofIssuance
of the Bonds, Including, without
...fetich, financing charges, printing and engraving
expenses, the fees and e.penses of accountants, financial
advisors, t
and attorneys f e
the I the Trustee, a
the r ,1 feasand expenses o£ theTrustee In addition,
the shall pay to the Issuer the sum of 511,100 0
January 2, 1986, and a like amount on January 2 of each year
through January 2, 1990, the same being additional amounts
required to reimburse the Issuerfor Its administrative and
overhead expenses directly attributable and chargeable T
s
the c Issuance
of theBonds authorized hereby, and
the User shall also pay to the Issuer the amounts
t forth
in Section 4 07 of the Agreement when said amounts become
due and payable
(b) Reimbursement for and Payment
of C of P
u
Subject and subordinate t making the payments required by
the precedingparagraph, the Trustee shall make an Initial
payment, if requested by the User, and authorized by MBank
Corpus Christi, N A., for vtself a a purchaser of the Bonds
and a agent for the othery ial purchasers of the Bonds
(hereinafter referred to in said capacities as the
Purchaser") pursuant to the Construction Fund Disbursement
Agreement dated December, 1, 1984 executed beweeen the User
and the Purchaser, in the described below for
payments from the Construction m Funto reimburse the User
for any Cost of the Pzo3ect, paid by the User prior to such
date of delivery The Trustee shall makesuch t.I
payment, if so authorized and requested, and shall make any
subsequent payments from the Construction Fund t enable the
User to pay, or to reimburse theUser for paying, any Cost
of the Pro,ect, from time to time upon receipt by the
Trustee of the U signed bytheApproving
Officer and aa zed by thePurchasersaid
Construction Fund authorized
Agreement pu Such request
38
shall be a of as f tl by certificate stating with respect
to each payment as follows
(a) the expenditures, In summary form, for which
s
payment i to be made or for whach reimbursement vs
requested,
(II) that the amounts requested are to be, or have
been paid, by the User for interest during construc-
tion, property
nstruc-
property to contractors, subcontractors,
msother persons
whoewillperform or have performednecessary ary o appro-
priate services or wall supply or havesupplied neces-
sary or appropriategals for the acquisition,
construction, equappange and £urnvshing of the Protect,
as the case may be, and that, the best of has
knowledge, the fair value o such ov , property,
services, o vols as not exceeded by the amounts
quested to be paid,
(iii) that no part of the several a unts requested
to be paid to the User, asstated i such c tafacate,
has been or Is the basis £ the payment of any money
an any previous or then pending request,
(iv) that the payment of the amounts requested
will not r sult an a breach of any of the covenants of
the User contained v the Deed of Trust o the Agree-
ment,
and particularly those c ants an Sections 4 05
and4 thereof, which relate to the Code and the
Regulations, and
(v) that the expenditure of such amounts to be
pard, when added to all prevaoua disbursements from the
Construction Fund, wall result in
at least 90% of the
total of such disbursements, other than disbursements
for Issuance
e
expenses, being u to provide land o
property aofa character ttothe allowance for
depreciation under the Code 000 ( (which expenditures are
amounts pard orred which are, for federal Income
tax purposes, chargeable to the rojec capital
account or would be so chargeable either with a proper
election by the User [fore ample, under Section 266 o£
the Code] or but for a proper election by the User to
deduct such amounts)
(c) Reliance by Trustee The Trustee shall rely fully
on any s o and c delivered pursuant i
eL t
than 5 shall not be squired t make any a s
gataontherewith I£ paid by the
Trustee with respect to any portion of m theProtect should
39
exceed the cost thereof, the User shall promptly repay such
overpayment into the Construction Fund
c O
n 16 SURPLUS CONSTRUCTION FUNDS P a) Dlsposa-
tion o u Funds Thecompletion o£ the all
be conclusively evadenced, and the date of completvon shall
be established by a wrotten certificate of completion to be
signed by the Approv ng Officer and delivered to the Trustee
mmediately upon completion of the Project I£, upon the
completion o£ the Pswject, there shall bre any surplus funds
remerning
on ed to provide
for the
payment of then Coat of the t,4uao 1£ any funds
are n hand an the Construction Fundny atat the tame of the
release of the Trust Indenture under the terms thereof, then
any such funds shall be used lmmedlately to prepay or redeem
prrncipal y tallments oBonds, on a
amongsas
the Bo a chronolog cal Order, t in athe
manner t forth n y I theFORM OF BOND In Section 5 for the
prepayment or redemption of prancipai Installments of the
Bonds wash surplus Construction Fund m°neys, to the extent
of any such available funds, provided that prior to such
e Issuer and the Trustee
shall have been £ ached
with a unqualified °pinyon of Bond Counsel to the effect
that the u o£ moneys from the C°nstructa°n Fund for such
purpose will be lawful and will not impair the ax emptaon of
Interest on the Bonds from federal income taxation
(b)DIsposatIon
£ Consiructaon Fund a celerata°n
and de
e eu
If the h
hall declare upon
ancSpal
of the Bonds a the Interest
re accrued thereonammedaately
due and payable as the resultof an Event of Default speca-
faed In the Trust Indenture, 0r 1£ the Bonds a optionally
or andaioraly redeemed pryer to m rlty a whole on
a th
accordance wir e anie
a v r Ing an the
Constructron Fund shall be used mm 0bythe Trustee
farthe purpose of paying principal of, re00 redemption prem.)),
1f any, agreed liquidated damages, if any, interest, penal-
°nable costs and expenses, 00 any, required to be
eambursed an c°nnectaon with a Determnataon of Taxability,
and Interest on the Bonds when due
section 17 DAMAGED, MUTILATED,TSTOLEN, OR
DESTROYED BONDS (a) Replacement Bonds LIn the event any
of the outstanding Bonds authorized hereby is damaged,
mutilated, lost, stolen, or destroyed, the Issuer shall
execute,
and the Trustee shall authenticate, a w bond of
the same prancapal amount
and maturity of the damaged,
mutvlated, lost, stolen, r destroyed Bond an exchange and
subetatutaon for such Bond or In lieu of and subatllutaon
for such Bond
40
(b) Application for Substitute Bonds Application for
exchange and substatutaon of damaged, mutilated, lost
stolen, or destroyed Bonds shall be made to the Issuer
In
case, h
the applicant for substitute bond shall
furnishe
to the i and to thee T such security o
indemnity a may berequired by themtoeu
save
s each of them
and the Paying Agent harmless In a ery-
c of loss,
theft, or destroctron of a Bond, the applicant shall also
furor sh to the Issuer and the Trustee evidence o their
sa,sfaction of the of such Bond s d loss,ever, c sn i
tructs°, and of the
ownership of damage o mutila-
tion of a Band, the applicant shallsurrender theBond so
damaged or mutilated
(c) No Default Occurred Notwathstandang the forego -
any such and
shall provasIons of
oiSection,
lll haveu
m red handno default hevent s
haso red whach a
then contrntungIn the payment of the principal of, redemp-
tion premium,
of any, agreed loguvdated damages, if any,
Interest, pnalties,onable costs and expenses, if any,
required to be reimbursed r with a Determination
o£may
a the payment nofrthe same t(without surrender thereof
exceptInthe case of a damaged or mutilated Bond) Instead
of ',stung a substitute Bond, provided security or indemnity
is furnished as above provided an this Sects n
(d) Charge for Issurns Substitute Bonds Pryor the
Issuance
£t
any s a
bond, the I and the Trustee
may charge the o of usuch Bond with all legal, printing,
and other expensesntherewith Every substi-
tute bond v o
Issued pursuant c theprovislons of this Section
by virtue of the factthat any Bond as lost, stolen, or
destroyed shall constitute aual obligation o£ the
Issuer
r
whether o t the lost,ractstolen, r destroyed Band
shall be found atany time, or be enforceable by anyone, and
shall be entitled to all the benefits of the Trust Indenture
and thus Initial Bond Resolution equally and proportionately
Res
ith anyolsst a l other Bonds duly issued under thvslnvtaal
Bond Dol
(e) Authority for Issuing Substitute Bonds Thos
tial Bond Resolution shall constitute sufficient authority
r the Issuance of any such substitute bonds without neces-
sity o further a n by the Board of D of cthe
Issuer or body or person and
other tutedub se is hereby aathorased, to athstandOngsany
other provasions of this Inataal Bond Resolution, -kept to
the extent otherwise reauared by law
SectIon 18 NO ARBITRAGE The Issuer and the User
have covenanted to and ,ath the purchasers o£ the Bonds that
41
they will make no use of the direct or indirect proceeds
thereof at any time throughout the term thereof which would
cause the Bonds to be arbitrage bonds within the meaning of
Section 103(c) of the Code or any Regulations or rulings
Pertaining thereto, and by this
covenant the I and the
User are obligated t comply with the requirements of the
aforesaid Section 103(c) and all applicable and pertinent
Regulations relating to arbitrage bonds
Section 19. FINDINGS
Based up ,
n the representations
made by the User in the Agreement, , of Directors
hereby affirmatively finds that (I) theProjeca
tisuitable
for the promotion of commercial, industrial or
manufacturing
development and expansion, (11) the Project will have a
direct, positive and favorable impact on employment 1n the
Governmental Unit, and (111) that the Project is
vn further-
ance of the public purposes as set forth in the Act
Section 20 SALE OF THE BONDS At the specific
request of the User, the Bonds are hereby authorized to be
sold,
sold, and shall be delivered to MBank Corpus Christi N.A
Corpus Christi,as American Security Bank, Dallas,
Sam S Seltzer, Jr , Corpus Christi, Texas, Dennis
McCarthy,Houston, Mark H Hidings, Corpus Christi, Texas,
MBank Corpus Christi, N A , Trustee, for Ware McCarthy
1974 Trust, MBank Corpus Christi, N A , Trusteee,, for
D McCarthy 1974 Trust, for the price of par and any accrued
interest to the date of payment and delivery
Section 21 y the purpose of addi-
tionally securing ing theT UR
payment theBonds, theredemption
premium, if any, the agreed liquidated damages, if any,
penalties,onable costs and e..penaes, if any,
required to be reimbursed f rection with a Determination
of Taxability, and the
restthereon, and for the purpose
v
o£ p , and finingv a detail the rights o the
owners of the Bonds and of the Issuer, the User, and the
Trustee, and for the purpose of making more effective the
first lien cn and pledge of the payments to be made pursuant
to the Agreement and this Initial Bond Resolution, a Trust
Indenture in substantially the following form and substance
shall be signed, sealed, and otherwise
ted and deliv-
ered, for and on behalf of the Issuer,by the Ps sident and
s
the Secretary of its Board of Directors, afterwhich the
TrustIndenture shall be executed by the Trustee and shall
become effective upon the delivery of the Bonds authorized
hereby
42
RESOLUTION
AUTHORIZING THE ISSUANCE OF
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
REVENUE BONDS, SERIES 1984
AND THE EXECUTION OF
A TRUST INDENTURE
(MEDICAL PLAZA ASSOCIATES PROJECT)
JWR.FINAL DRAFT 12/14/84
TABLE OF CONTENTS
(The Table of Contents
a part of the Resolution
but as for convenience of reference only)
PAGE
Title
Recitals
Resolution
SECTION 1. DESIGNATION, AMOUNT, AND PURPOSE OF
SECTION _ DATE, DENOMINATION, NUMBERS, AND
MATURITIES OF THE BONDS
SECTION 3 INTEREST ON THE BONDS
SECTION 4 GENERAL CHARACTERISTICS
(a) In General
(b) Registration Books 4
() Notation of Prepayment
ent of istered wner
d 5
(e) Temporary Bonds
SECTION 5 FORE] of EONDS 6
SECTION 6 PLEDGE 24
SECTION 7 DEBT SERVICE FUND 25
(a) Establishment of Debt Service
Fund 25
(b) Accrued Interest 25
(C) Installment Loan Payments 25
(d) Redemption 27
(e) Payments from Debt Service
Fund 27
( f ) Immediately Available Funds 27
(9) Investment of Funds 27
SECTION 8 SECURITY FCR FUNDS 28
SECTION 9 THE USER' 5 PATIENTS 29
(a) Unconditional Obligation 29
(b) Prepayments 29
SECTION 10 ADDITIONAL PARITY BONDS 29E
(a) Additional Bonds 29
(b) Amendments to Trust Indenture
Unnecessary 31
SECTION 11 SPECIAL COVENANTS 31
(a) Installment Loan Payments
Pledged to Bonds Only 31
(b)
(c) erformanbce by Issuer
32
(d) Certain Modifications
Prohibited 32
SECTION 12 BONDS ARE SPECIAL OBLIGATIONS 32
SECTION 13 AMENDMENTS 32
(a)
(5)
(c)
(a)
(e)
(f)
(g)
Amendment with Consent of
Owners of all Bonds
Notice o£ Amendment
Consent to Amendment
Effect of Amendment
consent of Bondholders
Ownership of Bonds
Amendments Without Consent
32
33
33
34
34
34
34
SECTION 14 ESTABLISHMENT OF CONSTRUCTION FUND 35
(a) Deposit of Bond Proceeds into
nstructron Fund 35
(b) Investment of Money In
Construction Fund 35
(c) Deposit of Accrued Interest,
Income, and Profits 36
SECTION 15 PAYMENTS FROM CONSTRUCTION FUND 36
(a) Administrative
OverheadExpenses and Other
Costs 36
(b) Reimbursements for and Payment
o£ Cost of Protect 36
(c) Reliance by Trustee 38
SECTION 16 SURPLUS CONSTRUCTION FUNDS 30
(a) Disposition of Surplus Funds
(b) Draposltlon of Construction
Fund upon Acceleration and
Redemption
38
38
SECTION 17 DAMAGED, MUTILATED, LOST, STOLEN, OR
DESTROYED BONDS
PAGE
39
(a) Replacement Ponds 39
(b) Application for Substltute
Bonds 39
(c) No Default Occurred 39
(d) Charge for Issuing Substitute
Honda 39
(e) Authority for Isouing Substitute
Bonds 40
SECTION 18 NO ARBITRAGE 40
SECTION 19 FINDINGS 40
SECTION 20 SALE OF THE BONDS 40
SECTION 21 TRUST INDENTURE qp
TRUST INDENTURE
BETWEEN
CORPUS CHRISTI INDUSTRIALDEVELORDENT CORPORATION
AND
MSANK CORPUS CHRISTI, N A , TRUSTEE
(MEDICAL PLAZA ASSOCIATES PROJECT)
Psusuant to s
under tills Trust I
Chrasti Industriala
Development Corporation has g ted a
u
sty Interest a and assigned to MBank CorpusChrasts,
N5Aas Trustee, all of Its
Interests 1 all "Installment
Loan Payments" due pursuant to and under the "Loan Agreement
Corpusntlusirsal Chrvsti I Development ure Reeon
oaon
and WMedacal Plaza A s 4enu
Serves 1984 (Medical Plaza Associates Prslect)
DEBTOR SECURED PARTY
Corpus Chrvsti IndustrIal MBank Corpus Christi, N A
Development C tion Trustee
302 South Shoreline 500 North Shoreline Blvd
Corpus Chrasti, Texas 78408 Corpus Chrvatl, Texas 78401
JWR FINAL DRAFT 12/14/84
TABLE OF CONTENTS
Inden-
ture beos for convenience of refereThe Table of Contents os not a nce the Trust Inden-
ceonlyart of �
utPAGE
Parties
Recitals 1
Granting Clause
ARTICLE 1 ACCEPTANCE OF TRUST
ARTICLE 2. DEBT SERVICE FUND AND CONSTRUCTION
FUND
ARTICLE 3 NOTICE TO THE USER ¢
ARTICLE 4 ACCOUNTS AIM RECORDS
(a) Separate Records to be Kept
(b) Annual Report
(c) Right to Inspect
ARTICLE 5 ENFORCEMENT OF RIGHTS IN CASE OF
DEFAULT
(a) Appointment of Trustee and
Rights of Holder
(b) Control by Trustee
(c) Events of Default
(d) Declaration of Principal
and Interest Due E
(e) Enforcement by Trustee 9
(f) Remedies Non -Exclusive 10
(g) Halves of Defaults 10
(h) Doscretoon o£ Trustee
(i) Application of Moneys 10
(3) Judicial Proceedings 12
(Y) Enforcement of Remedies
Without Possession of Bonds 12
(1) n byMa3arity in
Principal Amount of Bondholders 12
(m) Notice by Trustee 12
(n) Concurrence of Bondholders 13
(o) Default of Payments 13
(p) Notice to User and Guarantor
£ Past DuPayments 13
(q) Letter ofCredit and Bankruptcy 13
PAGE
ARTICLE 5 ENFORCEMENT OF RIGHTS IN CASE
OF DEFAULT (CONTINUATION) 13
(r) Letter of Credit and Determination
of Taxability 14
(s) Expiration of Letter o£ Credit 15
(t) Limitation of Liability 15
ARTICLE 6 CONCERNING THE TRUSTEE 16
(a) Not Accountable for Bond
Proceeds 16
(b) Reliance by ThUfihee 16
(c) Compensation Trustee from
Debt Fund
17
(d) td Service
17
(e) Advice 18
(f) Trustee December own Bonds 1e
(g) 18
(h) Insurance 19
ARTICLE 7 SUCCESSOR TRUSTEE 19
(a) Resignation of Trustee 19
(b) Removal of Trustee 19
(c) Appointment of Successor
Trustee 19
(d) Transfer to Successor Trustee 20
(e) Merger or Consolidation of
Trustee 20
ARTICLE 8 RELEASE OF INDENTURE AND SATISFACTION
OF INDEBTEDNESS 20
ARTICLE 9 AMENDMENTS 21
ARTICLE 10 MISCELLANEOUS PROVISIONS 21
(a) Acknowledgements and
Ownership of Bonds 21
(b) Trustee December Require Proof
of Ownership 22
(c) o£ Honaholders
(a) £ cilia eonaa22
22
(e) Unciaimed Funds 22
(£) Rights of Parties 23
(9) Seuerabrlrty 23
(h) Lat., 23
(1) Release o£ Letter of Credit 23
ARTICLE 11 RECORDING 23
(a) Trustee to Record
(b) Non -Encumbrance
23
23
ARTICLE 12 NOTICE TO TEXAS ECONOMIC
DEVELOPMENT COMMISSION 24
ARTICLE 13 INDEMNIFICATION OF TRUSTEE 25
Execvbsen by the Issuer 25
Execution by the Trustee 26
Exhibit A A-1
TRUST INDENTURE
THE STATE OF TEXAS
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
THIS TRUST INDENTURE, dated as of December 1, 1984,
executed by and between Corpus Christi Industrial
Development Corporation (the .Issuer.), oc'k, nonpro-
fit industrialdevelopment I organized and
existing under the laws of they corporation
tofu Teras, including
particularly the Development Corporation Acta of 1979, as
amended (Article 5190 6, VATCS ) (the "Act"), and MBank
Corpus Christi, N A national banking association duly
organized and existing under the laws of the United States
of America and Thang principal office an the City o£
Tet
ss Tr
Corpus Christi, , a Trustee (the "Trustee")
WITNESSETH THAT
WHEREAS, a "Loan Agreement between Corpus Christi
IndustrialD velopment Corporation and Medical Plaza
Associates.,
Ag
ted as of December 1, 1984 (the .reement5
hasbeen duly executed between the Issuer and Medical Plaza
Associates (the "User"), with the User being a partnership
Staduly tecreated
sand fully qualified to transact business in the
WHEREAS, an fed copy of the Agreement has been
filed with the Trustee, and
WHEREAS, pursuant to the Agreement the Board of Direc-
tors
RE
of the Issuer has duly adopted a "SOLUTION AUTHORIZ-
O
THE ISSUANCE O CORPUS C RISTI INDUSTRIAL DEVELOPMENT
CORPORATION REVENUE B HE
SERIES 1984 AND TEXECUTION OF
RUST INDENTURE (MEDICALPLAZA ASSOCIATES PROJECT)",
which, together with any amendment thereto, is hereinafter
called and designated the "Initial Bond Resolution", and
WHEREAS, the Initial Bond Resolution authorized the
issuance CHRISTI STRIAL DEVELOPMENT
PCIATIS 007900)EU BONDS, SERIES1984 (MEDICAL PLAZA
ASSOCIATES PROJECT), In the aggregate principal a unt of
$9,550,000, which together with any replacement bonds and
any additional parity a bonds ("Additional Bonds")
zed to be issued Initial B Resolution,arehereinafter collectively celled the Bond
and
WHEREAS, a certified copy of the Initial Bond Resolu-
tion has been duly filed with the Trustee, and
WHEREAS, pursuant to the Initial Bond Resolution, a
certified copy of each resolution authorizing the Issuance
of each series or issue of Additional Bonds shall be filed
withthe Trustee prior to the delivery thereof, and
WHEREAS, as used in this Trust Indenture the word "Bond
Resolution.. shall mean and include collectively the Initial
Bond Resolution (including the Trust Indenture prescribed
and authorized to be executed in the Initial Bond Resolu-
tion) and, when adopted and filed with the Trustee, each
resolution authorizing the isstmnce of Additional Bonds
together with any supplemental resolutions or amendments to
such resolutions or the Trust Indenture, and
WHEREAS, pursuant to the Agreement and the Bond Resolu-
tion and subiect to the terms and pzpvisions thereof, the
Bonds, the redemption premium, if any, agreed liquidated
damages, If any, interest, penalties, reasonable costs and
expenses, if any, required to be reimbursed to such
Bondholders or former Bondholders in connection with
Determination of Taxability as provided in the Bonds, and
the Interest thereon, are and shall be payable from and
secured by a first lien on and pledge of the payments
designated .Installment Loan Payments'. to be made or paid,
or caused to be made or paid, by the User and/or the Guar-
antors (or its or their successors or assigns under certain
circumstances) to the Trustee, and
WHEREAS, the User and the Trustee have entered into a
Deed of Trust and Security Agreement - Financing Statement
dated as of December 1, 1984 (the "Deed of Trust.),
providing further security for the payment of the Install-
ment Goan Payments for the benefit of the owners of the
Bonds, and
WHEREAS, User as debtor and MBank Corpus Christi N.A ,
Trustee as Secured Party have entered into a Security
Agreement 90009 50 of December 1, 1984, (the .Security
Agreement") providing further security for the payment of
the Installment Loan Payments for the benefit of the owners
of the Bonds, and
WHEREAS, the User shall have secured and delivered to
the Trustee, for the benefit of the Bondholders, a letter of
credit (the .Letter of Credit.) as described in the Bond
Resolutoon, and
WHEREAS, for purposes of this Trust Indenture, the
definitions of terms in the Agreement, the Deed of Trust,
the Security Agreement, and the Bond Resolution are hereby
adopted, and the terms used herein shall have the same
meanings as each terms are gl,en dm sold Agreement, Deed of
2
Trust, and Bond Resolution unless a different meaning is
givenheresn, and
WHEREAS, the Trustee has accepted the trusts created by
this Trust Indenture, and In evidence thereof has joined in
the executIonhereof, and
WHEREAS, this Preamble constitutes an Integral part of
this Trust Indenture
NOW, THEREFORE, THIS TRUST INEENTURE WITNESSETH
That the Issuer in consideration of the premises and
the acceptance by the Trustee of the trusts hereby created,
and of the purchase and acceptance of the Bonds by the
owners thereof, and for other good and valuable considera-
tion, the receipt of which is hereby acknowledged, and for
the purpose of securing and providing for the payment of the
principal of, redemption premium, if any, and interest on
the Bonds at any time issued and outstanding, when due,
agreed liquidated damages, if any, interest, penalties,
reasonable costs and expenses, if any, required to be
reimbursed to each Bondholder or former Bondholder In
connection with a Determination of Taxability as provided in
the Bonds, all fees and expenses of the Issuer, Trustee and
Registrar, and the Paying Agents for the Bonds, and all
other payments required to be made by the User under the
Agreement and the Bond Resolution, has granted a security
interest in, assigned, transferred, pledged, set over, and
confirmed, and by these presents does grant a security
Interest in, aesign, pledge, set over, and confirm unto the
Trustee, and to its successor or successors in said trust,
and to its or theil assigns, all and singulsi (1) all of Its
right, title, and interest in and to the Installment Loan
Payments as required and provided in the Agreement and the
Bond Resolution, and (II) the Debt Service Fund and the
Construction Fund created by the Initial Bond Resolution,
upon, and sub3ect to the terms, conditions, stipulations,
covenants, agreements, trusts, uses, and purposes herein-
after enpressed, and the Issuer and the Trustee have
agreed, and they hereby agree and covenant with the
respective owners from tame to time of the Bonds, as
follows, to -wit
Article 1 ACCEPTANCE OF TRUST The Trustee hereby
accepts the tiusts, duties, obligations, and requirements
imposed on it by the Bond Resolution and this Trust
Indenture, and agrees to carry out and perform, punctual),
and effectively, such duties, obligations, and requirements
for the benefit of the Issuer, the User, and the owners of
the Bonds It Is further specifically agreed that (i) the
Trustee will act as a Paying Agent for the Bonds at all
3
times whale a e
s Trustee, (la) the T wall act
the Bonds a all whilet
a as Trustee,
(aei £
a)the Trustee wit authenticate each of the Bonds by
executang the Trustee's Certafacate of Authentication
appearing oneach of the Bonds, s provided v the Bond
Resolution, and at will so authenticate theOwhen
requested by the Issuer, prior i the delivery of the sBonds,
at
and (iv)i
such tthe T wallame and In such manner svrected ne Issuer,
r thee Trust under the
of Trust so long as It as the Trustee hereunder
Article 2 DEBT SERVICE FUND AND CONSTRUCTION FUND
The Debt 5e ce and the Construction F d by
the InataalBond ResolutIon
e hereby confirmed and estab-
lished, espectavely,v ath the Trustee, and the
Trustee agrees to hold, administer, deposit, secure, invest,
and use Baia fundi an all respects as pnovidedsand required
by the Agreement, he Bond Resplutvon, d his Trust Inden-
ture
Article 3 NOTICE TO THE USER AND DRAWS UNDER THE
LETTER OF CREDIT (a) On each date upon which each
Installment Loan Payment as
required by each Bond Resolution
o be deposited v theDebt Service Fund, the Trustee
shall give telephonica the £a (co mad 1
wrItang by hand delivery or first class mall postage
prepaid, a such address as the User shall from tame to tame
designate and file an wrating with the Trustee), of the
amount, of any, of each Installment Loan Payment required by
each Bond Reaolutaon to be made bythe U o the Trustee
and deposited by the Trustee into c
ithe Debt Servv and o
such date The written n shall give a braefstatement
of the manner which the amount duescalculated,
n
ncludang a showing of all credits o v
of a salable
moneys an the Debt Servace Fund The£avlure of the Trustee
to the U any such n shall not
relieve the User o£ v condltaonal duty and obligation t
tamely make all depose is or payments of Installment Loan
Payments to the Trustee as required by the Agreement and
each Bond Reaolutaon, and the Trustee shall Incur no lvabal-
aty for the failure to give such notice
(b) I£ at 12 00 noon on the date on whack the princapal
of, or
Interest on the Bonds as due and payable, whether by
reasonof the stated maturity of such prvncapal or interest,
declaration o£ a celeratacn, or call for redemption, there
areoineduf idler restrained agate funds (whach ere not
h purpose) legally
ensthe
Debt Bervvc Fund avallableshereunder to make such payment,
the Trustee shall draw under the Letter of Credal on the
date of such ansuffacaency to the minamum extent
required a
order to provide for the payment infull of such prancapal
4
of, and rnterest on such Bonds coming due on the date for
such payment
Article 4 ACCOUNTS AND RECORDS (a) Separate Records
to be Kept The Trustee shall keep proper books of records
and accounts, separate from all other records and accounts,
In which complete and correct entries shall be made of all
transactions relating to the installment Loan Payments, the
Debt service Fund, and the Construction Fund
(0) Annual Report Within 120 days after the anniver-
sary date of this Trust Indenture, the Trustee will furnish
to the issuer, and the User, and any olcler of anY cuLtstan-
ang Bonds who may so request, a copy of a report by the
Trustee coverang the year preceding such anniversarY date,
showIng the followang Information
(1) a detailed statement concerning the receapt
and disposition of all Installment Loan Payments and
the daspositIon of the amounts in the ConsirnctIon Fund
(until the ConstructIon Fund shall have been fully
disposed of)
(2) an asset statement or balance sheet of the
Debt Service Fund and of the ConstructIon Fund (ental
the ConstructIon Fund shall have been fully disposed
of)
(c) Right to Inspect The Issuer, the User, and the
owners of any Bonds shall have the right, at all reasonable
times and upon reasonable notace, to inspect all records,
accounts, and data of the Trustee relatang to the Debt
Service Fund and the ConstructIon Fund
Article 5 ENFORCEMENTOFRICHTS INCASE OFDEFAULT
(a) Appoantment of the Trustee and Rights of the Holder
The Trustee as hereby Irrevocably appointed the specaal
agent and representatave of the owners of the Bonds and
vested with full power in thear behalf to effect and enforce
the Agreement, this Trust Indenture, and the Bond ResolutIon
for their benefit as provided hereon and in the Bond Resolu-
tion, but, subiect to the mandatory provisions of Artacle
F(d), the owners of a magorIty an aggregate principal amount
of the Bonds then outstanding, an case of any subsastIng
Event of Default (hereinafter defaned) or of any other event
entitling the Trustee to proceed hereunder, shall have the
right from tame to tame to direct and control the Trustee an
connectIon wath the enforcement of any of the p0000280000 02
the Agreement, thus Trust Indenture, and the Bond Resolu-
tion, and any other proceedangs taken by virtue of any
provislons of the aforesald Instruments, ancludang the raght
to have wathdrawn and discontinued at any stage thereof any
proceedings taken hereunder by the Trustee Anything
contained In Chas Trust I the contrary notwath-
ng d
each £ any to
e of
actronenforcethepayment o£ allamounts duwith
respectany Bond r owned by ham when after the se
shall haae become due at the place, fromc
the s and
a
in the m expressed an the Agreement, the Bond Resolu-
Coon,
'Oils Trust Indenture,pded t right of
actronshall
aequent t e tame of warver of an
Eoent
o£Default rn the p of a amount
o due
ande
such E ving o£ Default habeen remedaedand made
good, as provided vn Article 5(g)
(b) Control by Trustee Except a otherwise provided
In this A vcle, ancludrng s crfrcal3Yss d (a) and
(g) h with respect c to this Trust
(shall be a sedc by the T and n of
any e Bonds shall have Yanyrraght to anstrtute any suit,eaction
r proceeding at law or equity f r the appointment of a
receiver or for any other remedy hereunder or by reason
hereof unless and v tai an dent tion to the Sllment off
all other ondi hntills ost precedent specified
Indenttre, the Trustee shall have recerved the written
request of the o of not less thantsna i aggregate
have been
of owners
Bands then o andang and shave
have been doff red thereafter
er neglected,
atyt and shall have
refused, o or prohereafter neglected, o institute
such r h request and e a hereby declared
Chat the tmaking o request and the furnishing o£ such
vndenaty are an eacheme y own ons precedent the
and enforcement by any o of any Bond of the
the am at r medaes the Trustee hereunder and t
the actoon tvr and maintenance ac by any o any Bond o
any of for nder, but
thenT of e
r for any other remedy hereunder, but the Trustee
may, oa errs fiatrleast, 5 when duly requested in want by
the D hofe at least y25%ng a gate principal amount dem of
the Bonds then o andvng and upon being furnished indemni-
ty s ability shall, t against expenses,
and laabrla ty oceed if enforceappropriateha
by is of t pUse , end o otherwisevt enforce the cove-
nants the eon, and the Issuer as the Trustee may deem
expedient an the Interest of the owners of the Bonds
(c) Events of Default Any o of the follow-
ing a hall c route ano heneanafter shall be called
an "Event of Defaults
(1) the £aalure by the Issuer to make due and
punctual payment of prancapal of, redemption p
If any, and interest n the Bonds, whether payment I
required at maturaiy or by call for redemption or
6
otherwise, ptovided, however, that if such failure
shall arise other than by reason of a default by the
User under the Bond Resolution and the Agreement, the
contInuationof such failure for two days
(2) the failure of the User to make or pay, or
cause to be made or paid, any Installment Loan Payment,
or any part thereof, when and to the extent due and
requiredby the Agreement or the BondResolutIon
(3) the dissolution or liquidation of the User,
or a disposition of all or substantially all of the
assets of User, or a sale of the Project by User, or a
change In User's partners or their percentage
partnership interest In User, In any manner not
specifically arrthorasedby theAgreement
(4) the failure by the User promptly to llft or
suspend any executron, garnishment, or attachment of
such consequence as will materially impair its abIlIty
to carry out its obligations under the Agreement or the
Bond Resolution, or failure of the User generally to
pay its debts as they become due
(5) the filing by the User of a voluntary
petition in bankruptcy, or the commission by the User
of any act of bankruptcy or entry of an order for
relief of the User In a bankruptcy case of the User or.
assignment bd the User of a substantial portion of its
assets for the benefit of its creditors, or the entry
by the User into an agreement of composition with its
creditors, ot the entry of an order or decree
applicable to the User in any proceeding for its
reorganisation or arrangement In any proceedings
Instituted under the provisions of any applicable
federal or state bankruptcy statutes, Including the
federal Bankruptcy Code, as they now exist or are
hereafter amended or enacted
(6) the User defaulting in the observance or
performance of any other of its covenants, conditions,
or obligations In the Bonds, the Agreement, the Bond
Resolution, or this Trust Indenture, and the User not
remedying such default within 30 days after written
notice to do so has been received by the User from the
Trustee or the owners of the Bonds, and the Truetee may
serve such notrce, In ats discretion, or shall serve
such notice at the written request of the owners of not
less than 25°I in aggregate principal amount of the
Bonds then outstanding
7
(7) receipt by the Trustee of notice from MBank
n
Carpus Christi, N A , of the o of an event of
default under the Deed of Trustor the Security
Agreement
(8) receipt by the Trof notice from MBank
Corpus Christi, N A , that the User has failed to make
any payment due o any indebtedness o other Security
(which term shall s a
have the a meaning herein as the
rity' as defined In theSecurities Act of
1933, as amended) held by MBank Corpus Christi, N A
while MBank Corpus Christi N A is a Bondholder.
(9)reipt by the Trustee of a written statement
from aauthorized representativeof MBank Corpus
Christi, NA c
any successor Credit Bank (as defined
an the Agreement) to the effect that such Bank wall not
pay a properly drawn sight draft of the T
upon presentment thereof together with all certificates
required by and in conformity with the provisions of
the Letter of Credit, or the failure of such Bank to
respond affirmatively to
written inquiry from the
Trustee within 9dank off receipt Thereof conteroan
theIntent suchpay a properly drawn draft
of theTrustee iBa
upon presentment thereof together
with all certificates required by and
conformity
with the provisions of the Letter of Credit
(10) receipt bytethe T o£ n MBink
s from
Corpus Christi, Aor anysuccessor Creditea
that event ofdefault has occurredunder
tderthe
Reimbursement Agreement
(11) receipt by the Trustee of n from
Corpus Cas N t the User has defaultedInthe
observanceperformance
o£
obligations under the Bond Purchases Agreement dated a
of December 1, 1984 between the purchasers described in
Section 20 of the Bond Resolution and the User
(deDeclaration principal and (1)
happening ppening of an Event of Default, the Trmay,
in Its discretion, orupon the written request o£theeo
of at least 25% anaggregate principal a of the Bonds
then outstanding, and upon being indemnified to the satis-
factIon
st
the hall, by n in 'orating
deliv-
ered the Issuer ss
and T declarethe p capal of
all B then outstanding andthe Interest
accrued thereon
immediately due and payable, and such pri capal and inter-
, together with any applicable agreed liquidated damages,
and any applicable redemption premium, and any other amounts
then die, shall thereupon become and be immediately due and
8
payable, nythvngithe the Agreement, the Bond
Resolution, or this Trust Indenture to the contrary notwith-
standing
(2) Upon the happening of asEve o£ Default speci-
fied an Article 5(c)(7), (8), (9), (10) or (11), the Trustee
shall, by notice in writing delivered to the Issuer and the
User, immediately declarethe principal of all Bonds then
outstanding s
and the interest accrued thereon immediately due
and payable, and such principaland interest, together with
any applicable agreed liquidated damages, and any applicable
redemption premium, and any other a n due, shall
n
thereupon b m
and be ime1latelym dusad payable, any-
thing in theBonds, the Agreement, the Bond Resolution or
this Trust Indenture to the contrary notwithstanding
(3) In the event the Trustee declares the principal of
all Bonds then outstanding and the interest accrued
thereon
mmediately due and payable accordance with Article
r
5(d)(1) r (2), above, the Trustee shall promptly pay the
principal of all Bonds then outstanding and the Interest
accrued thereon through the date of payment, together with
any applicable redemption premium, by drawing under the
Letter
Credit a ach when added t the amount
the tSeri s s
Fund 1 sufficient i make the foregoing
payment in fullIf thes m amount which may be drawn
under the Letter of Creditplusthe a unt 1 the Debt
Service Fund s sufficient make the foregoing
payment, the Trusteeshall draw the full amount
which may be
drawn under the L of Credit and pay the same
the
Bondholders 1 accordance with the last paragraph of Article
5(1) and then may pursue any other remedies which are
described herein in accordance with the terms hereof or any
other available remedy
(e) Enforcement by T Subject t the mandator,
provisions of A 5(d),�s upon the happening of an Event
of Default, the Trustee may, an its discretion, o upon 900101he
written request of the o of at least 25% v r aggregate
principal amount of thew owners
then outstanding, and upon
being indemnified t the satisfaction of the Trustee, shall,
take such appropriate action by 200110211 proceedings or
otherwise t 10019e the Event of Default and/or to require the
User or the Issuer
carry o r s B
their c and
obligations underandwith respect the Bonds, the
Agreement, the Bend Resolution, or this Trust Indenture,
ncluding without limitation, the use and filing of actions
for specific performance, and mandamus proceedings, in anY
court of competent Iurisdiciion located in Nueces
County,
Texas, against the Issuer, its Board of Directors,and ItS
officers, employees, and,or agents, and to obtain judgments
against the User for any Installment Loan Payments due but
9
unpaid Into the Debt Service Fund, or for any other amounts
ono
Agre menu ndincludingr all amounts due uwith respect the
Bonds then outstanding if declared due and payable as
provided herein
(f) Remedies Non -Exclusive No
Trustee is remedy endedn to con-
ferred
exclusiveremedy or
each and every asuch remedy shall l be cumulative r and d 00shall under in addition to eery other remedy given hereunder o under
the Agreement, the Bonds or the Band Resolution, or now
and
hereafter existing at law or in equity or by statuteNo
delay or omission to right or power accruing
upon the happening Default
aforesaid shall Impair £ any such avy Son Eventpower oo continuing
be
construed to be a of any such Event of Default o
acquiescence therein nand every such right and power may be
exercised n from time to time and so often as may be deemed
expedient
(g) Waiver o£ Defaults Sublect to the mandatory
provisions of Aiticle 5(d), the Trustee may, and upon the
written request of the owners
of a majority in aggregate
principal amount of the Bondsthen outstanding shall, waive
any Event of Default hereunder and I sequences In
case
of any r such w Issuer, the D the Trustee
andthe o of weaver,
Bonds shall be red their
former position and rights hereunder respectltely, but such
waiver shall not ehtend to any subsequent or other Event of
Default or Impair any right consequent thereon
(h7Discretion of the event the Trustee
r
shall conflicting or n requests and
indemnityfrom t groups of o of Bonds, each
representing less than a majority of the aggregate principal
amount of Bonds then outstanding,
n
anding, the Trustee v sole
discretion may d rminewhat action, if any,shall be
taken,oiw ithstanding any other provisions of this Trust
Indenture
(v) Application of Moneys Excepta hereinafter
provided, all money collected by the Trustee pursuant to the
exercise o£ the remedies and powers providedvthis
Article, together with all o nwhich t maybe held
by the under any provision of this Trust Indenture,
the Agreement, or the Deed of Trust as security for the
Bonds, shall he applied as follows
FIRST to the payment of the c aand expensesa
of the proceedings whereunder such m ney w collected,
including a reasonable compensation to the Trustee, its
10
agents, attorneys, and all other necessary or proper
expenses, lyabIlltres, and adrances ancurred or made by
the Trustee under this Trust Indenture, and to the
payment of all. taxes, assessments, and Irons superior
to the lien of this Trust Indenture.
SECOND to the payment of matured Interest on the
Bonds, rncluding, to the extent legally permrssible,
anterest thereon at the rate of IS% per annum from due
date to date ofpaYmBBt
THIRD to the payment of principal of, redemption
PromrUB, if any, and agreed 110...slated damages, if any,
reimbursement of Interest, penaltres, reasonable costs
ane exPenaes, rf ahy, Incurred by the Bondholders or
former Bondholders in connection wa.th a Determinatron
of TaxabIlIty as set forth In the Bond, on the Bonds
which have been called for redemption as permitted or
required by the Bond Resolution or ha,e matured as
provrded thereby, and Interest thereon, to the extent
legally permrssable, at the c'ate of 15% per annum from
the date of redemption or maturityto date ofpayment
FOURTH to the payment of principal of the Bonds
which have become due by virtue of the declaration of
the Trustee pursuant to Artrole 5(0), and Interest
thereon, to the extent legally permIssIble, at the rate
of 15% per annum from the date declared due to date of
payment
FIFTH to the payment of the surplus, If any, to
whomsoever may be lawfully entitled to recerve the
a court of competent ,urisdrctron may
Moneys collected by the Trustee by drawing on the
Letter of Credit pursuant to Artrcle 5(d)(3) shall be
applred only In accordance with paragraph FOURTH, above, and
the remaander of thas paragraph If in makrng distrIbutron
pursuant to the order above stated, the amount available for
drstrIbutron In a partrcular classifIcation shall be
InsuffIcrent to pay in full all of the rtems rn such
classifIcatron, the amount avarlable for drstributron to
Items In such classifacatIon shall be prorated among such
Items In the proportron that the atmunt each item bears to
the total of all such Items NotwIthstandIng anythrng
contained In this Trust Indenture to the contrary, If the
Trustee shall declare the principal of all Bonds then
outstanding and the anterest accrued thereon immediately due
and payable as the result of an Event of Default, or if the
Bonds are to be redeemed as a whole pursuant to mandatory
redemptaon provIslons provided In the Bond Resolution, or af
11
the User shall exercise any option to redeem the Bonds as a
whole in accordance with their terms, any a v
amounts remaining
in the Construction Fund shall be deposited in the Debi
Service Fund and applied by the Trustee as provided an this
subse
(j) Judicial Proceedings. In any judicial proceeding
in which the Issuer is a party and which, in the opinion of
the Trustee and its counsel, has a substantial bearing o
the
permittedsts of the by the court hating Jof urisdictionin uchepro-
eeding, may, in its discretion, or upon the written request
of the ownersof at least 25„ a aggregate principal a ant
of the Bonds then outstanding, and upon being indemnified to
the satisfaction of the Trustee, shall, v on behalf
of the owners of the Bonds to assert the erights of such
owners
(k) Enforcement of Remedies Without Possession of
Bonds All rights of action or other rights under this
Trust Indenture or otherwise may be brought by the Trustee
In its enforcednd may be
by t Trustee o£ a without theexpress trust pssessionn
of a
ey o
Bonds the production thereof on the trial or other
proceedings velatave thereto
(1)Direction
by in Principal of
Bondholders Subject to the mandatory prcuasions of Article
5(d), v sexpressly provided, that the o o£
n
majority i aggregate principal amount of the Banda then
outstanding,or a trepresenting, pursuant to
written appointment filed with the Trustee, the owners of a
majority In aggregate principal amount of the Bonds i
outstanding, the any by h
en
ument o ted time,
delivered
to the Trustee,ra Instruments
the xvethodeCof conducting all
proceedings to be todirect
in ectaon with the enforcement
of the Trustee's rights and remedies under the Agreement o
the rights of theowners of
the Bonds or the Trustee's
,
rights a remedies underthe Bond Resolution and this Trust
Indenture,and may exercise any right or perform any action
hereunder, with the effect as the Trustee under
Trust Indenture, prota beide,, that such direction shall not be
otherwise than in accordance with the provisions of law and
of this Trust Indenture, and provided that the Trustee shall
be indemnifiedto its satisfaction
(m) Notice B} Trustee The Trustee shall not
be re -
c
glared to take n r be deemed to have notice of any
default specified anthis Trust Indenture, except for those
Events specified in Article 5(c)(1) (2), (7),
(B), (9), (10), and (11), unless specifically notafled an
writing o£ such default by the o of at least 25% 1n
aggregate pia ncipal amount o£ the Bonds then outstanding
(n) Concurrence of Bondholders In determanang
whether the owners of a requisite aggregate pal amount
o£ Bonds ou tandang have concurred in any request, de
mantl,
uthorazationdarectaon, notice, ent
o weaver under
r
this Trust Indenture o the Bond Resolutvon,Bondso owned by
c
i for the account of the User or any person controlled by,
ontrollvng, or under common control of the ll shall be
disregarded and deemed not to be o iodine for the purpose
of any such determanatvon, provided however, that for the
purpose of determining whether the Trustee shall be
protected In relying upon any such request, demand,
authoraaat ion, direction, notice, consent,or
Veonly
Bonds of whack the Trustee has actual knowledge of such
ownership shall be so disregarded
(o) Default of Payments In the event of a default I
the payment of any Installment Loan Payment, or In the per-
formance of any agreement or covenant contalnedan the
Bonds, the Agreement, the Bond Resolution, r thasTrust
n
Indenture, such payment and performance may be enforced by
the Trusteeby mandamus,specafac performance, or by the
appointment of a receiver (an equity with power to charge
and collect installment Loan Payments)aaccordance with
the Agreement, the Bond Resolution and thvsTrustIndenture
(p) Notice to User and Issuer of Past Due Payments
Pursuant to the Agreement,
Installment
Payments are to
be paad by the Userdvrectlyto the Trustee
In the event
that any such payments not t melymade, the Trustee
shall Immediately n iafy the User and the Issuer by meal at
the addresses provided an the Agreement orby telephonic
notace at
with o m
such notice by all, that
payment has not been a made Such shall be deemed
given at the time the mall v re<velor telephonic notice
s (Javan, whichever as arlier Favlure of the Trustee to
gave, or the User to receive, uch notice shall not relieve
the User of a ior oblagataon under the Agreement,
the a or this Trust Indenture and shall
a weaver of any Event o£ Default under thisTrust
constitute
(q) Letter of Credit and Bankruptcy If, a
of Indenture, tfor
orelfef under G e Federal Bankruptcy Code, 11 II ofl petition for
eet
s� (the "Bankruptcy Code") s filed by o respect of
the User, as debtor, within 91daysafter any payment by the
Trustee of the principal of (and premium, of any) or inter-
est on the initial series o£ Bonds (hereinafter referred to
13
as the "Series 1984 Bonds") (other than wath funds drawn
under the Letter of Credit), the Trustee shall immedlately
(1) draw under the Letter of Credit an amount
equal to all such principal of and Interest on or an
respect to any Seides 1984 Bonds so paad by the Trustee
(other than such amounts having been previously pald
%Lath funds drawnunder the Letter of Credit), and
(2) file In the court In whIch the case commenced
by such petition is pending an interpleader actIon, on
behalf of the Bondholders to whom such payments of
prancapal of or Interest on the Series 1984 Bonds was
paid, anterpleadIng the Issuer, the User and the Credat
Bank as to the proper disposition of such amount drawn
under the Letter of Credit and agreeang to hold such
amount at the dasposatIon of such court or to pay such
amount Into court on the order of suchcourt
Until such amount Is dIsbursed as herein provIded, such
amount shall be held by the Trustee an trust for the benefit
of the Bondholders on behalf of whom such amounts may be
disbursed hereunder, any release of this Trust Indenture
notwithstanding, and shall be Invested an accordance wxth
section 7(9) of the Bond Resolution If an order is entered
by a court of competent yurascliction, holdang that all or
any portIon of such prancapal, if any, and Interest is an
avoldable preference under Section 547 of the Bankruptcy
Code and If such 000 00 201 004 not appealable or the
perlod for appeal therefrom has expired wIthout appeal
havIng been taken, or If such court otherwase orders all or
any portion of the amount so held by the Trustee to be pald
into such court, the Trustee shall expedatIously sell any
Investments entered Into pursuant to Section 7(g) of the
Bond Resolution and pay the proceeds of sale and any amounts
so drawn and not invested into the court entering such order
to the extent of the amounts ordered to be returned (pro
rata for the account of such Bondholders) and the balance
shall be returned to the Credit Bank, all subject to Article
6(g) If It as Instead so held that the Bondholders may
retaan such payments of prancapal and Interest, or if all
applicable statutes of 11mItatIon relating to Section 547 of
the Bankruptcy Code shall have expired prior to the fIling
of any suit or other proceeding to recover such payments of
principal and anterest under such Section 547, the Trustee
shall expeditiously sell any Investments entered Into
pursuant to sectaon 7(0) of the Bond Resolution and dIsburse
the proceeds of sale and any amounts so drawn and not
Indested to the Credlt Bank, sut9ect to Article 6(g)
(r) Letter of Credlt and DetermanatIon of Taxability
On the date of a mandatory redemption of the Bonds as a
14
result of a Determination of Taxability as provided an the
nidal Bondand 4 06(1) of the
Agreement,
the Trusteeion shall promptly the principal of
allBonds then outstanding and the Interest accrued thereon
through the date of redemption together with any applicable
redemption premium, by drawing under the Letter of Credit a
amount
which when added to the amount an the Debt Service
Fund is the maximum
sufficient i unt wmake hich cma the foregoing drawny be p payment in full
If tter of
edit plusthe in Debt Service undthe er not
sufficient to makes then foregoing payment the Trustee sshall
draw the full among which may be drawn under the Letter of
Credit and pay the same to the Bondholders an accordance
ath Article 5(i) and then may pursue any other meddles
whack are described herein accordance with he terms
hereof or any other available remedy <o nc
(s) Expiration of Letter of Credit On the date of a
mandatory redemption of the bonds result of the
expiration o£ the of as provided in the
ial a Resolution and C 09(8) of
ni Bond
Trustee shall promptly pay the principal of
all nB then o tstandang and the Interest accrued thereon
throughthe dateofredemption, together with any applicable
redemption premium, by drawing under the Letter of Credal a
amount whack when added to the amount an the Debt Service
Fund is su£facaent to make the foregoing payment In fun
If theian the Debt Service Fund is not
suffacaent T makemtheforegoang payment, the Trustee shall
draw the full amount which may be drawn under the Letter of
Credal and pay the same to the Bondholders in accordance
Articlewath and then
which a ecribed Wherein in maypursueaccordance with e remedies
the terms
hereof orsany other available remedy
(t) Limitation of Liability Notwithstanding anything
to the Resolution, contrary contaaned an than Trust Indenture, the Bond
Agreement, the Deed of Ti ust, or the
9e un
sty Agreement, User shall aevent beliable for a
monetary Judgment (except with respect to a action brought
by the Issuer or the Trustee against the User based on fraud
or intentional mirepresentation) action brought by
Indemnl£ved Party pursuant to Section 3 06 of the Agreement
r the Trustee pursuant to Article 13, pr0vaded, however,
the liability, if an i
of each p the he U shall b
o
limited, p o 150; of each partners. a
User in the e
e o£ default under any of the aforementao ed
It
documents, t beang understood that the Issuer and/or the
Trustee maylook only to the Letter of Credit or the
security provided an theDeed of Security
rity
Agreement, o e
any other security agreements ted User
In connection with theLoan and the guarantee of any
guarantors contained in any guaranty agreement o
agreements
executed ncludrng Agreement
Trustee and the aahereindated as of
December 11984 t enforce the payment
of any indebtedness
arising under the aforementioned documents Nothing
contained in this paragraph (t) shall limit or impair the
rights of the Credit Bank under the Reimbursement Agreement
between the Credit Bank and the User dated as of December
Agra my
beunder ttReimbursement t
ween the Credit theguarantors therein named, o
shall be deemed to constitute a release or impairment of the
indebtedness evidenced under any of the aforementioned
documents, or of the lien of the Deed of Trust, the Security
Agreement or any other security a ted by the
shall preclude i ,, theTrusteeand/or the
Credit Bank, their successor, and assigns, from
foreclosing kthe Deed of Trust, eSecurity Agreement,s any
other security agreement a of any default o event of
defaultor from enforcing any of the other rights of the
Issuer, T eand/or the Credit Bank (except as expressly
limited In this paragraph (t) )
Article 6 CONCERNING THE TRUSTEE The Trustee
accepts the trust imposed upon at by this Trust Indenture,
but only upon and sublect to the following express terms and
conditions
(a) Not Accountable for Bond Proceeds In no event
shall the Trustee be liable a cept for i gross negligence
or willful misconduct i relation to its duties under this
Trust Indenture and the Bond Resolution The Trustee shall
i be responsible for any recitals herein,n the Bonds,
s
e
Bond Resolution, the Agreement, or for thesufficiency
ncy
of the security for the BondsThe Trustee shall have n
responsibIlity hereunder ax cept t the extent of the duties
placed upon the Trusteeto hold, administer, deposit,
est, and use the Debt Service Fund and the
Construction Fund as expressly required by the Bond Resolu-
tion,
the extent funds for
such purposes a received by
the Trustee,
and to performs
the other expresso and
agreements made by the Trustee under the prouva ons of covenants
Trust
Trust Indenture and the Bond Resolution
(b) Reliance by Trustee The Trustee may rely
shall be protected v acting as
accordance with the provisions of this Trust Indenture and
the Bond Resolution upon any notate, requisition, request,
consent, certificate, order, affidavit, letter, telegram, o
other paper or docunent belaeued by it
o be genuine
correct and t sent by the properperson
or the T u
any pperson as an ownerofeshall recognize
Bonds or to take any actionat his
16
request, unless the Bond or Bonds owned by such owner of
Bonds shall be deposited with the Trustee, be registered In
the naeof such o n the Bond Regastrataon Books kept
by the Trustee or submatted toot for anspectaon Any
actIon Taken by the Trustee pursuantt this Trust Indenture
upon the request or authoraty o consent of any person who,
at the time of making such request, or giving such authority
or ant,s the o e
of any Bond secured hereby, shall
be c nclusave and banding upon all futuree o of the same
tand and of Bonds issued an exchange thereforor in place
hereof
(c)Compensation of Trustee from Debt Service Fund
There shall be from the Debt Service Fund the Trustee's
reasonable compensation, and als reasonable expenses, ad-
sd fees of i counsel,engineers,
othere and 1 llabilvties > reda and nabout the
cation of the trusts hereby created and the exercose
and
performance of the powers and duties of the Trustee here-
under (except lrabalataes Incurred a result of the gross
a lgence willful misconduct t
waded on or
Bond R solution), d the Trustee,
able cost
r as
and expenses, Including ecounsel fees,, of defending against
liabilities.
(d) :malted Responsabrllties The responsibllataes of
the Trustee elsewhere set forth hereon shall be further
limited as follows.
FIRST the Trustee shall not be liable with
respect to any action taken or omitted to be taken by
it n good faith an aCcordance with a direction of the
owners of Bonds pursuant to any provision of thas Trust
Indenture relating to the
method, and place o£
p
onductang a proceeding for anyr medy a aolable t
the Trustee, or erercasang
,
any trust or power conferred
upon the Trustee, undel this Trust Indenture
SECONDno ooTrust Indenture
shall r Trustee
e(1)t endo ask Its own
funds or otherwiseincur any financial loabllvty in the
performance of any ofits duties hereunder,or
an the
exercise of any of its rights or powers, of It shall
have reasonatde grounds for behaving that repayment of
such f adequate 3 Ity a ask o
loab
takes any
sos not whether or assured- ted It,nor
ntr take such
nnbya the o of Bonds,t pursuant to this Trust
Indenture, whlchw am the Iudgment of the Trustee would
onflact with any rule o£ law, or wath the terms o£
tilos the so wouldb s u toy reado
to i owners Indenture, not Bonds iaxvngpart such
direction When acting pursuant to the direction of
any augers of Bonds pursuant to this Trust Indenture,
the Trustee may take other action deemed proper by the
Trustee which is not i with such a
provided, however, that inconsistent
it subparagraph
shall impose any terms
or
responsibilities upon theuand shall be
construed to limit the effect of esubparagraph FIRST of
this paragraph (0)
(e) Advice The Trustee may act upon the professional
0,31I110I1 or advice of any legal counsel, engineer,
accountant, other expert, nably believed by the
Trusteeto be qualified In relation to the sublect matter,
whether retained by the Trustee, the User, the Issuer o
otherwise, and the Trustee shallo
not be responsible for
anything suffered or done or not done by at an good faith an
accordance with any such opinion or advice
(£) Trustee May own Bonds Excepta prohibited by
law, the Trustee may became the o of any of the Bonds
secured by this Trust Indenture with the same rights which
it would have if 1t were not the Trustee, and nothing herein
contained shall be cTrustee,
ued to prohibit the either
a principal o agent, from engaging v e
r being i ested
in any financial o other transaction with the Issuer or the
User or from acting as depository, trustee, or agent for any
committee r body of owners of the Bonds
o£ other oblige -
tarns of the Issuer as freely as of at were not the Trustee
(g) Fees The Issuer has agreed with the User
n the
Agreement and the Bond Resolution provides that, aspart of
the Installment Loan Payments the User shall pay to the
Trustee charges for performing the duties of Trustee,
Registrar, Its
and Paying Agent for the Bonds as set forth i
its "Schedule of Fees for S Trustee
and/orPaying
Agent," attached hereto as Exhibit A, the same is from
time to time amended It is agreed by the Trustee that the
User may, without causing creating a default or Event of
Default hereunder, au o contest in such
faith (and old
of the tedu til
contest
payment
resolved) the reasonableness ofany change in the foregoing
charges foieany charges for extraordinary
serrices
till such contest as solved, provided however,
thatin the event the nableness o£ the charges is
�ng, able attorney's
feesof contested rhe prevailingparL
party may be adludged against
the
other party, and piovaded, further, that v thee event the
charges are adjudged as reasonable, the User shall pay t
the Trustee interest on such charges at the rate of 15% per
annum All payments due the Trustee for such charges, fees,
or expenses shall be paid by the User and no such charges,
18
fees, or expenses shall be charged agaanst or be payable by
the Issuer, except the anatial fees and expenses of the
Trustee whach are pa.' as part of the costs of Issuance of
the Bonds
(h) Insurance The Trustee shall have no oblygatIon
or duty as respects any insurance to be maintalned by the
Useron the Prooect
Astable 7 SUCCESSOR TRUSTEE (a) ResagnatIon of
Trustee The Trustee at the time actang hereunder may at
any tame resygn and be dascharged from all trusts created by
[has Trust Indenture by gyvang not less than 60 days wrytten
notace to the Issuer, the User, and to any owners of Bonds
as shown on the Bond RegastratIon Books and any other last
of owners of Bonds kept by the Trustee, and such resagnatIon
shall take effect upon the appointment of a temporary
Trustee or a successor Trustee by the owners of Bonds or by
the Issuer asherelnafterprovaded
(b) Removal of Trustee The Trustee may be discharged
and removed at any tame by an Instrument or concurrent
Instruments In wrytIng, delryered to the Trustee and to the
Issuer, and sygned by the odners of a maEoryty 111 aggregate
prIncybal amount ofthe then outstandang Bonds
(c) Appoantment of Successor Trustee In case the
Trustee hereunder shall resagn or be removed, tar be
dassolved, or shall be In course of dassolutIon or
laguldatIon, or otherwyse become incapable of actIng
hereunder% or an case the Trustee shall be taken under the
control of any publmc officer or officers, or of a rezeiter
appornted by a court, a successor may be appointed by the
owners of a smooryty In aggregate prancapal amount of the
then outstandang Bonds by an anstruzmnt or concurrent
Instruments in wratyng, sygned by such owners of Bonds, or
by the), attorneys an fact duly authorized In wrstIng, and
delavered to the Issuer, provaded, nevertheless, that in any
such event the Issuer by an Instrument executed by authority
of a resolutaon of Its Board of DIrectors and signed by the
Prestdent and by the Secretary of such Board, may appoant a
temporary TrUstee to fill such vacancy untyl a successor
Trustee shall be appointed by the owners of Bonds in the
manner above provided, and any such temporary Trustee so
appointed by the Issuer shall Immedlately and wythout
further act be superseded by tne Trustee so appoanted by
such ownerx of Bonds_ Every such successor or temporary
Trustee shall be a trust company or bank an 900d standing
located In Corpus Chrastr, Texas, and havang a retrial and
surplus of not less than Twenty -Floe Mallyon Dollars
($25,000,000), If there be such a trust companY no bank
wallang, guallfled, and able to accept the trust upon
19
reasonable andc ustomary terms
In the that no
appointment of temporaryTrustee shall be
made pursuant to the foregoing provisions of this Article
within 60 days after the Trustee glues written notice o£
eaignatlon or the Trustee Is
removed, any o of Bonds o
any r r
lring Trustee may applyto any court of competent
lurradiction inNueces County, Texas for the appointment o
successor Trustee, and such c may thereupon, after
v
such n m If any, as it shall deproper, prescribe or
appoint asuccessor Trustee
(d) Transfer to Successor Trustee Every successor
Trustee appointed hereunder shall execute, acknowledge, and
deliver to Its predecessor, thes and the User, ,
anstrument v wung accepting suchappointment hereunder,
andthereupon such successor Trustee, without any further
r
deed, o conveyance, shall become fully vested with all
the estates, rvghts, powers, trusts, duties, and obligations
hereunder of Its predecessor, buts uch predecessor shall
nevertheless, on the w requestof the Issuer, execute
anddeliver an Instrument
nsferring suchsuccessor
Trustee all of the estates,Ights, powers, and trusts of
such predecessor hereunder, and every predecessor Trustee
shall deliver all securities and m ney held by rt to cts
successor, provided, however,that before any such delivery
isrequired or made, all reasonable,
customary, and legally
accrued fees, advances, and expensesof such predecessor
Trustee
shall b , aid 1n full Should any deed, a e
or instrument i ag from the Issuerbe required by any
successor
Trustee form a fully and c t certainly v ung in
such t
Trustee the e nights, powers, and dutleshereby
vested o intended s tobe tested in the predecessor Trustee,
any a h deeds,
shall, on
request, sbe executed,, and
and
delivered by the IIssuer
(e) Merger or Consolldatlon of Trustee Any corpora-
tion o anon Into whvch the Trustee,any sac
o it intheted by thus Trust Indenture, may successor
merged or r ted o with whvch i any successor
may be consolidated, any corporation or associatron
sultan from any merger,orsolvdatvon to
whvch the Trustee o s
any successor It shall be a party,
shall be the r Trustee under thus Trust
Indenture
without the necessrty of the a £11100
the par any the parties
hereto anything herein to the contrary notwwithat nding
Article 8 RELEASE OF INDENTURE AND SATISFACTION OF
INDEBTEDNESS If, when the Bonds shall have become due and
payablevaccordance with theirterms re as
provided in this Trust Indenture orshall hat a been duly
20
called for redemption, and the whole a unt of the princi-
pal, redemption premium, 1f any, and the v est so due and
payable upon all of the Bonds, and the agreed liquidated
damages,
If any, and interest, penalties, r nable costs
sadexpenses, if any, required to be reimbursed i n -
tvon with a Determination of Taxability as provrdedcinthe
Bonds, with respect to the Bonds then due, shall be pard, o
sufficient money shall be held by the Trustee for such
provision shall also be made
purpose,0000and pyable and/or under for paying
and/or the Bond Resolution hereunder
the User, then andinAgreement
case all right, title, and interest oftheTrustee in these
presents and the estate and rights hereby granted shall
thereupon cease, determine, and become void, and the Trustee
In such c shall release this T and shall
execute s documents to such
le r
evidence s may b
reasonably required bytthe and the
Guarantors, and shall turn over any surplus funds held by at
to whomsoever may then be entitled pursuant to the Bond
Resolution, the Agreement, or by law to
receive thesame,
and thereupon this T shallterminate and be of
no effect, provided, thatuntil the Bonds sare finally paid,
the Trustee shall continue to a as Paying Agent and Regis-
trar for the Bonds, and provaded,further, that the provi-
sions of Article 13 hereof shall survive the release of this
Trust Indenture
AMENDMENTS This Trust Indenture may be
ended only a provided in Section 13 o the Bond Resolu-
tion,
solu-
pursprovided, oer, that Additional Bonds may be Issued
uant t the Bond Resolution as provided therein, and
be secured by this Trust Indenture without the necessity o£
amending or sapplement ng this Trust Indenture
Article 10 MISCELLANEOUS PROVISIONS (a) Acknowl-
edgments and Ownership of Bonds Any request, direction,
i Other instrument required by this Trust Inden-
ture
O besigned or executed by owners of Bonds may be v
ye
number o£ c of similar tenor
may
bes signed o executed owners
by such of Bands inperson or
by an agent appointed in writingProof o£ the a of
any instrument, o of the writing appointing such x agent, 0 and
of the ownership of the Bonds, if made in the following
shall be sufficient for any purpose of this Trust
Indenture and shall be conclusive in favor of the Trustee
With regard to any action taken by it under such instrement
(i) the fact, date, and due avthorisatvon of the
executicn by any person of any such Instrument may be
proved by the certificate of any officer in any luris-
diciion, wto, by the laws thereof, has power to take
acknowledgments within such lurisdiction to the effect
21
that the person signing such instrument acknowledged
before him the execution thereof, or by an affidavit of
a witness to suchexecution
(1 t) the fact of the owning o£ the Bonds by any
owner
hereof, the amount and numbers of such Bonds,
andthe date of his awning
g samemay be proved by the
appropriate entries n the Bond Registration Books
maintainede
by the T Registrar The Trustee
maconclusively e a ass that such ownership c ued
until writtenice assume
thecontrary is served
d uponnthe
Trustee.
(b) Trustee May Require Proof of ownership. Nothing
contained in this Article shall be construed as limiting the
Trustee to the proof hereinabove specified, it being intend-
ed that the T ecept any other evidence of the
matters herein si ted which it may deem sufficient
In thec) Consent of Bond Resolution, Bondahyl rerrssestonUnlesotherwiseanyown
er
o£ a shall bind every future owner consent
seno
of the s
respect of anything done by the Trustee In pursuanceofn such
request orc e
ns In the a of the dissolution of the
Issuer, allof the covenants,, stipulations, promises, and
agreements in this Trust Indenture contained by, an behalf
of, or for the benefit of the Issuer, shall bind o
the benefit, of the successor or successorsthe inure
£ e and anyofficer,board, or
o£ Issuer
whom ortoto
any power or duty affecting rsuch covenants,
i,
stipulations, promises, and agreements shall be transferred
by or in accordance with law
rated for ival of paymentV Valid B shall not be
press t Bonds If a al Bond
becomes
d either a maturity o aththe data fixed for redemption
thereof or otherwise, all when
of the Issuer and the
User to the owners thereof and to the Trustee for the
payment of such Bond shall forthwith cease, determine, and
be completely discharged whenever funds sufficient to pay
such Bond shall be paid toee by the User, and such
funds shall be segregated by a
theTrustee and held in trust
for the benefit of the owners of such Bond, who shall
thereafter be restricted exclusively to such funds for the
satisfaction of any claim of whatever nature on their part
relating to such Bond
Trustee IntrustdfFunds
the Any money y dposited with the
redemption payment f the principal f,
premiumif any, agreed liquidated damages, if
any, interest, penalties, r able c and e f
any, required to be reimbursed In connection with a
22
Determvnation of T xabllaty as provided in the Bonds, or
Interest on any Band and remalnong unclavmed for s x years
after such prancepal of, redemptvon premvum, of any, agreed
liquidated damages, of any, Interest, penalties, reasonable
costs and expenses, v£ any, required to be reimbursed r
connectoon
c
vih a of T balaty, oInterest
suchon Bond has becomerdue aand npayable shall be paid tothe
User, provided, however, that before the Trustee shall be
required to make any such repayment, the Trustee may at the
expense of the User c e to be published at least once,
a financial newspaper, Journal, or publication o£ general
coroulatIon on the State si
of Texas, a that such money
remaons
nclavmed and that, after adatespecifved thereon,
whlchshall not be less than 30 days from the date of such
publocatvon, any unclaomed balance of suchmoney then
o a
ang wvll be eepavd to the Us After the payment of
such unclavmed moneys to the User, the owner
of such Bond
shall thereafter o
look only the Userfor the payment
thereof, and all lvabvlvty of the Trustee with respect to
such money shall thereupon cease
(£) Rights of Parties Except as hereon otherwise
expressly ptovoded, nothvng in this Trust Indenture express-
ed oramplved vs intended o t
shall be construed t confer
upon any person, farm, or corporatIon other than theUser,
the Issuer, the Trustee and the o of Bonds, any right,
remedy, o claim, legal o equitable, under or by reason of
thus Trust Indenture or any covenant, condotvon, or
strpul tion contained hereon
(g) rability In any o of the
Beve case one or more
provisions of than Tma t Indenture or of the Bonds shall be
I
held to be talld neffectato any person or
the remainder thereof
nd the saon o£
such prou inion tpersons o circumstances otherer than
those
as to which rt os heldInvalid shall not be affected
thereby
(h) Law The obllgato ons under thea Trust Indenture
shall be performed and enforced on Nueces County, Texas, and
the validity, InterpretatIon, and performance of thus Trust
Indenture shall be g ierned by the laws of the State of
Texas
(1) Release of Letter of Credit The Trustee shall
release the Letter of Crudot
the C Bank only when
the Letter o£ Credit has erpired by its terms
Article 11 RECORDING (a) Issuer and Trustee to
Record The Issuer shall cause the Agreement and this Trust
Indenture to be £vied In bbs 00aform C vol Code z ovds
o£ the Secretary of State of Te<as to establish vnr tri y
23
the 1 en o£ thus Trust Indenture The Trustee shall (1)
cause each amendment and supplement to the Agreement or this
Trust Indenture, and any memorandum, £ananng statement, o
continuatron statement with respect to such instruments to
be£sled, registered, and recorded and be refiled,
reregistered, and rerecorded n such manner to and in such
order s to may be required byn any present or £ut a law in
this Trust Indenture and to o publish notrce of and fully to a protect the prof of
the rl ghts and s cu publish owh otice f d and
rvty o£ the owners of the Bands a d the
rights of the Trustee under the Agreement, the Bond ausolu-
and ihrs Trust Sto tante and (2) perform o
be , and execute
x from time l any usse other a d end
by
and e and file tan, au to be executed n fvl bd
any ec and all cInstruments hul of or cause
assurance, thatThmay be
nart' for such estedc by t and protection n a Issuer
shall, when s requested by the Trustee, all such
protect, or preserve statements
ethe inte ests assvgned necessaryL
to the aTrustee
under than Trust Indenture The Trustee may obtain an
opinron of counsel with respect to any actions or documents
that
may be £equated by this Article 11 Any act performed
r documents obtained or prepared by the Trustee In reliance
upon such opinion of counsel shall be deemed satIsfactory
performance
by p
the Trustee of Its
oblagatvons under thus
opanlonArtrcle with respect to the matters covered by such an
(b) Non -Encumbrance Thrs Trust Indenture rs, and
way ell be kept, a Installment Loan Payments, btu Servicerrty r Fund,
nthe ,
and the Construction Fund, and the Issuersnar wall not create
o
suffer to be created any leen prror to a parity with
p
the lien of this Trust Indenture r any part thereof
Artrole 12 NOTICE TO TEXAS ECONOMIC DEVELOPMENT
COMMISSION If the User foals to t melt' make or pay any
Installment Loan Payment, or upon receiving notice that a
Determanataon of Taxability has occurred, or If the Trustee
IS notified by the Internal Revenue Service that the Inter-
est on the Bonds Ss,£ may be, subject t0 federal Income
nation, the Trusteepromptly shall Inform the Texas
Ecanomge Development Commission of suchancurrent by
sending written notate to the following address occurrence,
Texas Om
c Development Commassaon
Attention Executrve Dbettor
410 East FI£th Street
Box 12]28, Capitol Station
Austen, Teras 78811
24
or the latest address specified by sand Commission in
wanting
Article 13 INDEMNIFICATION OF TRUSTEE The Trustee
shall be indemnified by the User for, and shall be held
harmless by the User against, any loss, liability or expense
Incurred by the Trustee without gross neulluence or willful
rrasconduct on the Dart of the Tout rustee,
of or in
connectIon of thas
trust or the performance acceptance r of Its
duties and oblagataons
hereunder, ncludang without lamatatvon the costs and
expenses of defending itself against any claim of laabilaty
WITNESSIN WHEREOF, the Issuer acting through Its Board
of D , has caused this Trust Indenture to be executed
an multapleac each of whvch shall be c sadered
an raganal forallpurposes,and for and o
Its obehalf, by the Presidenof i such s Board and attested by
the Secretary of such Board, and its corporate seal to be
hereto affixed, and the Trustee, to eoldence Its acceptance
of the i e a hereby created and v a
ted vn it, h sed
than T Indenture toc
be executed in multiple counter-
parts,
tparts, each of whvch shall be c n
svdered a rvglnal forall
ns
purposes, behalf by o s
o£ Vace Presvdenis,
attested by one of Its Trust O££vicers,and atcorporate
seal to be hereunto afflaed, all as of the date£Irsi above
wrItten
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
By
Pres -dent, Board of Directors
ATTEST
Secretary, Board of Directors
(SEAL)
25
MBANR CORPUS CHRISTI, N A , TRUSTEE
By
ATTEST
(SEAL)
26
EXHIBIT A
SCHEDULE OF FEES
TRUSTEE UNDER CORPORATE BOND ISSUE
ACCEPTANCE CHARGE
$1,000 on the first $1 mallaon
$500 per $1 mallaon on the next 54011110n
$350 per $1 mallaon on the next $10 million
$200 per $1 mallaon on the remainder
Our minimum acceptance charge is $2,500
ANNUAL ADMINIsTRATIONCHARGE
$300 per $1 mallaon on the first $5 m1111on
$200 per $1 million on the next $5 mallaon
$100 per $1 mallaon on the remainder
The mvnamam ch ge as $1,500
PAYMENT OF BONDS
The charge as 02 00 per bond pard
PAYMENT OF INTEREST COUPONS
The charge as 15 cents per coupon paid
CUSTODY OF COLLATERAL
The annual charge for holding stock as collateral 10
$50 00 per 510011110n
The annual charge for holding bonds or debentures as
$100 00 per $10 million
One 10 15001 charge for holding mortgages as collateral
as $2 00 per mortgage file
RECONVEYANCE, CANCELLATION OR CLOSING
The compensation of the trustee '2
38 t less than 10
of 1B of the uthorimedissue(00020 rve f bonds
prevrously retired) path a manrmum charge of $100 OD
A-1
OUT-OF-POCKET EXPENSE
The trustee or agent is entitled to reimbursement for
amounts spent for postage,na for shipment of
registered mail feeand
o
federal surcharges,
stationery andenvelopes, special checksbinders,
transfer expenses and other
miscellaneous out-of-pocket expenses
EXTRAORDINARY SERVICE OR SERVICES
extraordinaryFor the has
aservices not specifically mentioned
above,
charges will be based appraisaof the
services performed
A-2
Corpus Christi, Texas �/
/0` --day of ,p ,ri, 198A
TO THE MEMBERS OF THE CITY COUNCIL
Carpus Christi, Texas
For the reasonsset forth in the emergency clause of the foregoing ordinance
or resolution, emergency exists requlnng suspension of the Charter rule
as to consideration and voting upon ordinances or resolutions at three
regular meetings, I/we, therefore, request that you suspend said Charter rule
and pass this ordinance or
resolutson finally on the date it is introduced,
or at the present meeting of the City Council
Respectfully, Respectfully,
Council Members
MAYOR x //
THE CI OF CORPUS CHRISTI, TEXAS
The above ordinance was passe./
Luther Jones /' •
Betty N Turner /
David Berlanga, Sr.
Welder Brawn de
Leo Guerrero //z
Or. Charles W. Kennedy
Joe McComb /i
Frank Mendez
Mary Pat Slavik
by the following vote.
18603