THE FOLLOWING resolution was offered by Greg Phillips and seconded by Skip Russell: RESOLUTION
THE FOLLOWING resolution was offered by Greg Phillips and seconded by Skip Russell:
A resolution providing for the incurring of debt and issuance of One Million One Hundred Fifty Thousand Dollars ($1,150,000) of Revenue Refunding Bonds, Series 2012, of the Ruston Lincoln Convention & Visitors Bureau; prescribing the form, terms and conditions of said Bonds; designating the date, denomination and place of payment of said Bonds; providing for the payment thereof in principal and interest; authorizing the agreement with the Paying Agent; and providing for the acceptance of an offer for the purchase of said Bonds; and providing for other matters in connection therewith.
WHEREAS, the Budget for the Ruston Lincoln Convention & Visitors Bureau (the "Issuer"), for the fiscal year ending December 31, 2012, shows an excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year, as hereinafter defined; and WHEREAS, as described above, said budget shows surplus moneys sufficient to meet the maximum principal and interest requirements in any future year on the Revenue Refunding Bonds, Series 2012 authorized herein, and this Board of Directors, as the governing authority of the Issuer (the "Governing Authority"), will herein obligate itself and its successors in office to budget and set aside annually adequate funds for the payment of the Bonds in principal and interest in future years; and WHEREAS, the Issuer now desires to incur debt and issues One Million One Hundred Fifty Thousand Dollars ($1,150,000) of its Revenue Refunding Bonds, Series 2012 (the "Bonds"), in the manner authorized and provided by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, and other constitutional and statutory authority, as hereinafter provided, for the purpose of refunding and extending the Issuer's outstanding Revenue Bonds, Series 2007 (the "Refunded Bonds"), and paying the costs of issuance of the Bonds; and WHEREAS, the Issuer is not now a party to any contract pledging or dedicating its excess annual revenues above statutory, necessary and usual charges, EXCEPT said Refunded Bonds; and WHEREAS, it is the desire of this Governing Authority to fix the details necessary with respect to the issuance of the Bonds and to provide for their authorization and issuance; and WHEREAS, it is the further desire of this Governing Authority to provide for the sale of the Bonds at the price and in the manner hereinafter provided; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Ruston Lincoln Convention & Visitors Bureau, acting as the governing authority thereof, that:
SECTION 1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: AAct@ means Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority. "Agreement" means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.
"Bond" means any bond of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.
"Bonds" means the Issuer's Revenue Refunding Bonds, Series 2012, authorized by this Resolution, in the total aggregate principal amount of One Million One Hundred Fifty Thousand Dollars ($1,150,000).
"Bond Register" means the records kept by the Paying Agent at its principal corporate trust office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
"Code" means the Internal Revenue Code of 1986, as amended.
"Executive Officers" means, collectively, the President/CEO and the Chairman of the Board of Directors of the Issuer.
"Fiscal Year" means the one year accounting period commencing on January 1 of each year, or such other one year period as may be designated by the Governing Authority as the fiscal year of the Issuer.
"Governing Authority" means the Board of Directors of the Ruston Lincoln Convention & Visitors Bureau.
"Government Securities" means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book entry form.
"Interest Payment Date" means January 1 and July 1 of each year in which the Bonds are outstanding, commencing July 1, 2013.
"Issuer" means the Ruston Lincoln Convention & Visitors Bureau.
"Outstanding" when used with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Resolution, except:
1. Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Bonds for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Bonds, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived;
3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Resolution;
4. Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Resolution or by law; and
5. Bonds for the payment of the principal (or redemption price, if any) of and interest on which money or Government Securities or both are held in trust with the effect specified in this Resolution.
"Owner" or "Owners" when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
"Paying Agent" means First National Bank, in the City of Arcadia, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution and thereafter "Paying Agent" shall mean such successor Paying Agent.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
"Purchaser" means First National Bank, of Arcadia, Louisiana, original purchaser of the Bonds.
"Record Date" for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such Interest Payment Date.
"Refunded Bonds" shall mean the Issuer's $1,110,000 of Revenue Bonds, Series 2007, maturing July 1, 2013 through July 1, 2017, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.
"Resolution" means this Resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.
SECTION 2. Authorization of Bonds; Maturities; Refunding of Refunded Bonds. In compliance with the terms and provisions of the Act, and other constitutional and statutory authority, and subject to the approval of the State Bond Commission, there is hereby authorized the incurring of an indebtedness of One Million One Hundred Fifty Thousand Dollars ($1,150,000) for, on behalf of, and in the name of the Issuer, for the purpose of refunding and extending the Issuer's outstanding Revenue Bonds, Series 2007, and paying the costs of issuance of the Bonds, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of One Million One Hundred Fifty Thousand Dollars ($1,150,000) of Revenue Refunding Bonds, Series 2012, of the Issuer. The Bonds shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in the denomination of Five Thousand Dollars ($5,000) or any integral multiple thereof within a single maturity and shall be numbered from R 1 upward. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing July 1, 2013, at the following rates of interest per annum and shall become due and payable and mature serially on July 1 of the years and in the amounts, as follows:
INSERT TABLE 1
The principal of the Bonds shall be payable at the principal office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Bond Register. Each Bond delivered under this Resolution upon transfer of, in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution. No Bond shall be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature. The Bonds issued under this Resolution shall be issued for the purpose of refunding and extending the Refunded Bonds in order to provide for the payment of the principal of and interest on the Refunded Bonds upon redemption as provided for herein, and paying the costs of issuance. Provision having been made for the orderly payment until redemption of all the Refunded Bonds, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Bonds, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that they are paid in full.
SECTION 3. Redemption Provisions. The Bonds are not callable for redemption prior to their stated dates of maturity.
SECTION 4. Registration and Transfer. The Issuer shall cause the Bond Register to be kept by the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date.
SECTION 5. Form of Bonds. The Bonds and the endorsements to appear thereon shall be in substantially the following forms, respectively, to wit:
INSERT TABLE 2
The Ruston Lincoln Convention & Visitors Bureau (the "Issuer"), promises to pay, but solely from the source and as hereinafter provided, to:
FIRST NATIONAL BANK
or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Bond Date set forth above or the most recent interest payment date to which interest has been paid or duly provided for, payable on January 1 and July 1 of each year, commencing July 1, 2013 (each an "Interest Payment Date"), at the Interest Rate per annum set forth above until said Principal Amount is paid. The principal of this Bond, upon maturity, is payable in lawful money of the United States of America at the principal office of First National Bank, in the City of Arcadia, Louisiana, or successor thereto (the "Paying Agent"), upon presentation and surrender hereof. Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner (determined as of the close of business on the 15th calendar day of the month next preceding each Interest Payment Date) at the address as shown on the registration books of the Paying Agent. This Bond is one of an authorized issue aggregating in principal the sum of One Million One Hundred Fifty Thousand Dollars ($1,150,000) of Revenue Refunding Bonds, Series 2012, of the Issuer (the "Bonds") all of like tenor and effect except as to number, interest rate, denomination and maturity, said Bonds having been issued by the Issuer pursuant to a resolution adopted by its governing authority on November 15, 2012 (the "Resolution"), for the purpose of refunding and extending the Issuer's outstanding Revenue Bonds, Series 2007, and to pay the costs incurred in connection with the issuance of the Bonds, under the authority conferred by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority. The Bonds are not callable for redemption prior to their stated dates of maturity. The Issuer shall cause to be kept at the principal office of the Paying Agent a register (the "Bond Register") in which registration of the Bonds and of transfers of the Bonds shall be made as provided in the Resolution. This Bond may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. This Bond may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for this transferred and assigned Bond after receipt of this Bond to be transferred in proper form. Such new Bond or Bonds shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date. The Bonds are secured by and payable as to principal and interest solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the fiscal years during which the Bonds are outstanding. The Issuer has covenanted and agreed and does hereby covenant and agree to budget annually a sufficient sum of money to pay the Bonds, and the interest thereon, as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year charges and to collect other revenues within the limits prescribed by law, sufficient to pay the principal of and interest on the Bonds. The Issuer, in the Resolution, has also entered into certain other covenants and agreements with the registered owners of the Bonds for the terms of which reference is made to the Resolution. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of registration hereon shall have been signed by the Paying Agent. It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana. IN WITNESS WHEREOF, the Board of Directors of the Ruston Lincoln Convention & Visitors Bureau, acting as the governing authority of the Issuer, has caused this Bond to be executed in the name of the Issuer by the facsimile signatures of the President/CEO and the Chairman of its governing authority and the corporate seal of the Issuer to be impressed or imprinted hereon.
RUSTON LINCOLN CONVENTION & VISITORS BUREAU
President/CEO, Board of Directors Chairman, Board of Directors
(SEAL) (FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION)
This Bond is one of the Bonds referred to in the within mentioned Resolution.
First National Bank
As Paying Agent
Date of Registration: By: Authorized Officer
(FORM OF ASSIGNMENT) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please Insert Social Security or other Identifying Number of Assignee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
SECTION 6. Execution of Bonds. The Bonds shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signatures and corporate seal may be either manual or facsimile.
SECTION 7. Pledge and Dedication of Revenues. The Bonds shall be secured by and payable solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the Fiscal Years during which the Bonds are outstanding. There is hereby irrevocably pledged and dedicated to the payment of the Bonds an amount of such excess of annual revenues sufficient to pay same in principal and interest as they respectively mature. Until the Bonds shall have been paid in full in principal and interest, the Governing Authority does hereby obligate the Issuer, itself and its successors in office, to budget annually a sum of money sufficient to pay the Bonds and the interest thereon as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year taxes and to collect other revenues within the limits prescribed by law, sufficient to pay the principal of and interest on the Bonds.
SECTION 8. Parity Bonds. The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the excess of annual revenues of the Issuer above the said statutory, necessary and usual charges, having priority over or parity with the Bonds herein authorized except that additional debt obligations may hereafter be issued on a parity with the Bonds under the following conditions:
(i) The Bonds herein authorized or any part thereof, including the interest thereon, may be refunded, and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded; provided, however, that if only a portion of the Bonds outstanding is so refunded and the refunding bonds require total principal and interest payments during any year in excess of the principal and interest which would have been required in such year to pay the Bonds refunded thereby, then such Bonds may not be refunded without the consent of the Owner of the unrefunded portion of the Bonds issued hereunder (provided such consent shall not be required if such refunding bonds meet the requirements set forth in clause (ii) of this Sec¬tion).
(ii) Additional debt obligations may be issued on and enjoy a full and complete parity with the Bonds with respect to the excess of annual revenues, provided that the anticipated excess of annual revenues (including fund balance) in the year in which the additional bonds or indebtedness are to be issued must be at least equal to 120% of the combined principal and interest requirements for any calendar year on the Bonds and the said addi¬tional bonds or indebtedness.
(iii) Junior and subordinate debt obligations may be issued without restriction.
(iv) The Issuer must be in full compliance with all covenants and undertakings in connection with the Bonds and there must be no delinquencies in payments required to be made in connection therewith.
(v) The additional bonds must be payable as to principal on July 1st of each year, commencing not more than 2 years from the date thereof, and payable as to interest on January 1 and July 1 of each year.
SECTION 9. Sinking Fund. For the payment of the principal of and the interest on the Bonds and any additional parity Bonds, there has been created a special fund known as "Revenue Bonds 2007 Sinking Fund", said Sinking Fund being maintained with the regularly designated fiscal agent bank of the Issuer. The Issuer shall deposit in the Sinking Fund at least one (1) day in advance of the date on which each payment of principal and/or interest on the Bonds falls due, funds fully sufficient to promptly pay the maturing principal and/or interest so falling due on such date. The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent funds fully sufficient to pay promptly the principal and interest falling due on such date.
All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners of the Bonds, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added to the General Fund of the Issuer.
SECTION 10. Budget; Audit. As long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the beginning of each Fiscal Year and shall furnish a copy of such budget within thirty (30) days after its adoption to the Paying Agent and the Purchaser; the Issuer shall also furnish a copy of such budget to the Owners of any of the Bonds who request the same. Not later than three (3) months after the close of each Fiscal Year, the Issuer shall cause an audit of its books and accounts to be made by the Legislative Auditor or an independent firm of certified public accountants showing the receipts and disbursements made by the Issuer during the previous Fiscal Year. Such audit shall be available for inspection by the Owner of any of the Bonds, and a copy of such audit shall be furnished to the Purchaser.
SECTION 11. Application of Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution, to cause the necessary Bonds to be printed, to issue, execute and seal the Bonds, and to effect delivery thereof as hereinafter provided. The proceeds from the sale of the Bonds shall be applied first (on the date of delivery of the Bonds) to the full payment and retirement of the Issuer's outstanding Revenue Bonds, Series 2007, and second to the costs of issuance of the Bonds.
SECTION 12. Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obligations of the Issuer, and shall be the only representations of the indebtedness as herein authorized and created.
SECTION 13. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Bonds, and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Bonds.
No material modification or amendment of this Resolution, or of any Resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two thirds (2/3) of the aggregate principal amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Bonds, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the revenues appropriated, pledged and dedicated to the payment thereof by this Resolution, or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of the Owners of the Bonds.
SECTION 14. Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or of the Bonds, but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provisions enacted after the date of this Resolution which validate or make legal any provision of this Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Bonds.
SECTION 15. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Bonds and having determined the same to be regular, the Bonds shall contain the following recital, to wit:
"It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana."
SECTION 16. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal (and redemption price) of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.
SECTION 17. Notices to Owners. Wherever this Resolution provides for notice to Owners of Bonds of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Owner of such Bonds, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of Bonds, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 18. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
SECTION 19. Mutilated, Destroyed, Lost or Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Bonds. Any additional procedures set forth in the Agreement, authorized in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, de-stroyed, lost or stolen Bonds.
SECTION 20.Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owner, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owner shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer. Bonds or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.
SECTION 21. Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a Resolution or Resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.
SECTION 22. Disclosure Under SEC Rule 15c2-12. It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR '240.15c2-12(b)], because the Bonds are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities.
SECTION 23. Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Internal Revenue Code of 1986 and any amendment thereto (the "Code") in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be "arbitrage bonds" or would result in the inclusion of the interest on any of the Bonds in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Bond proceeds or (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Bonds in a manner which would cause the Bonds to be "private activity bonds".
The Executive Officers are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
SECTION 24. Qualified Tax-Exempt Obligations. The Bonds are designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:
(a) the Bonds are not "private activity bonds" within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in calendar year 2012 does not exceed $10,000,000.
SECTION 25. Publication. A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer.
SECTION 26. Award of Bonds. The Issuer hereby accepts the offer to purchase the Bonds of the Purchaser pursuant to the terms and conditions set forth in the commitment letter attached hereto as Exhibit "B", and after their execution and authentication by the Paying Agent, the Bonds shall be delivered to said Purchas¬er upon receipt by the Issuer of the agreed purchase price.
SECTION 27. Call for Redemption. (a) The Issuers $1,110,000 of Revenue Bonds, Series 2007, consisting of the outstanding bonds of that issue, maturing July 1, 2013 to July 1, 2017, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto, are hereby called for redemption on the date of delivery of said Bonds, at the principal amount of each bond so redeemed, together with accrued interest to the call date, in compliance with the resolution authorizing their issuance.
In accordance with the resolution authorizing the issuance of the Refunded Bonds, a Notice of Call for Redemption in substantially the form attached hereto as Exhibit C, shall be sent by the paying agent for the Refunded Bonds to the registered owners of the Refunded Bonds all as the same appear on the registration books of said paying agents by means of first class mail not less than thirty (30) days prior to the respective date of redemption.
SECTION 28. Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
SECTION 29. Effective Date. This Resolution shall become effective immediately.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
INSERT TABLE 3
And the resolution was declared adopted on this, the 15th day of November, 2012.
/s/ Travis Napper /s/ William Hogan
INSERT TABLE 4
All those bonds maturing July 1, 2013 and thereafter will be called for redemption on December 18, 2012, at the principal amount thereof and accrued interest to the date fixed for redemption.
EXHIBIT B (Form of Commitment Letter) and EXHIBIT C (Form of Notice of Call for Redemption), to this resolution have not been published. These Exhibits are on file with the minutes of the Ruston Lincoln Convention & Visitors Bureau, and are available for inspection during regular business hours weekdays, Monday through Friday.
1td: December 5, 2012