G-99-03-25-9B3 - 3/25/1999&-qq-to3-s- 4/S3
Aylr
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF "CITY OF ROUND
ROCK, TEXAS HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 1999
(CONVENTION CENTER COMPLEX PROJECT)"; APPROVING AND AUTHORIZING
A LIMITED OFFERING MEMORANDUM AND THE DISTRIBUTION THEREOF;
AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT, A
TRUST INDENTURE AND A PAYING AGENT/REGISTRAR AGREEMENT; AND
APPROVING AND AUTHORIZING ALL OTHER INSTRUMENTS AND
PROCEDURES RELATED THERETO
ORDINANCE NO.
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF "CITY OF ROUND
ROCK, TEXAS HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 1999
(CONVENTION CENTER COMPLEX PROJECT) "; APPROVING AND AUTHORIZING
A LIMITED OFFERING MEMORANDUM AND THE DISTRIBUTION THEREOF;
AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT, A
TRUST INDENTURE AND A PAYING AGENT/REGISTRAR AGREEMENT; AND
APPROVING AND AUTHORIZING ALL OTHER INSTRUMENTS AND
PROCEDURES RELATED THERETO
TABLE OF CONTENTS Page
RECITAL 1
SECTION I. DEFINITIONS 2
SECTION 2. AMOUNT AND PURPOSE OF THE BONDS 2
SECTION 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS,
AND MATURITIES OF THE BONDS 3
SECTION 4. INTEREST. 3
SECTION 5. REDEMPTION AND NOTICE OF REDEMPTION AND DEFEASANCE 4
SECTION 6. CHARACTERISTICS OF THE BONDS 5
(a) Registration, Transfer, and Exchange; Authentication 5
(b) Payment of the Bonds and Interest 6
(c) In General 6
(d) Substitute Paying Agent/Registrar 6
(e) Book -Entry -Only System for the Bonds 6
(f) Successor Securities Depository;
Transfers Outside Book -Entry -Only Systems 7
(g) Payments to Cede & Co. 8
(h) DTC Letter of Representation 8
SECTION 7. FORM OF BOND 8
SECTION 8. SECURITY OF BONDS AND ADDITIONAL PARITY OBLIGATIONS
AND PLEDGE OF PLEDGED REVENUES 8
SECTION 9. SPECIAL FUNDS 8
RROCK/STADIUM: ORDIN.DR5 3/7/99
i
Paye
SECTION 10. REVENUE FUND
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
SECTION 17.
SECTION 18.
SECTION 19.
SECTION 20.
SECTION 21.
SECTION 22.
SECTION 23.
FLOW OF FUNDS
APPLICATION OF BOND PROCEEDS AND OTHER FUNDS
8
8
9
INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME - SECURITY OF FUNDS 9
GENERAL COVENANTS 9
(a) Performance 9
(b) City's Legal Authority 9
(c) Title 9
(d) Further Encumbrance 9
(e) Sale or Disposal of Property 10
(f) Insurance 10
(g) Governmental Agencies 11
(h) Collections 11
(i) Pledge of Hotel Tax 11
RECORDS AND ACCOUNTS - ANNUAL AUDIT 11
COVENANTS REGARDING EXCLUSION OF INTEREST
ON THE BONDS. 12
ALLOCATION OF, AND LIMITATION ON, EXPENDITURES
FOR THE PROJECT 13
DISPOSITION OF PROJECT 14
CONTINUING DISCLOSURE UNDERTAKING 14
(a) Annual Reports 14
(b) Material Event Notices 14
(c) Limitations, Disclaimers, and Amendments 15
ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS 16
FURTHER REQUIREMENTS FOR
ADDITIONAL PARITY OBLIGATIONS 17
REFUNDING BONDS 18
ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS 18
RROCK/STADIUM: ORDIN.DR5 3/7/99
ii
SECTION 24.
SECTION 25.
SECTION 26.
SECTION 27.
SECTION 28.
SECTION 29.
SECTION 30.
Page
LIMITED OBLIGATIONS OF THE CITY 18
REMEDIES IN EVENT OF DEFAULT 18
DEFEASANCE OF THE BONDS 18
DAMAGED, MUTILATED, LOST, STOLEN,
OR DESTROYED BONDS 19
(a) Replacement Bonds 19
(b) Application for Replacement Bonds 19
(c) No Default Occurred 20
(d) Charges for Issuing Replacement Bonds 20
(e) Authority for Issuing Replacement Bonds 20
AMENDMENT OF ORDINANCE 20
SALE AND DELIVERY OF THE BONDS 22
CUSTODY, APPROVAL, AND REGISTRATION OF
BONDS; BOND COUNSEL'S OPINION,
BOND INSURANCE, AND CUSIP NUMBERS 22
SECTION 31. APPROVAL OF LIMITED OFFERING MEMORANDUM AND
INDENTURE AND PAYING AGENT/REGISTRAR
AGREEMENT
SECTION 32.
SECTION 33.
SECTION 34.
SECTION 35.
SECTION 36.
SECTION 37.
23
UNAVAILABILITY OF AUTHORIZED PUBLICATION 23
NO RECOURSE AGAINST CITY OFFICIALS 23
FURTHER ACTIONS 24
INTERPRETATIONS 24
INCONSISTENT PROVISIONS 24
INTERESTED PARTIES 24
SECTION 38. INCORPORATION OF RECITALS.
SECTION 39. SEVERABILITY.
SECTION 40. REPEALER
RROCK/STADIUM: ORDIN.DR5 3/7/99
iii
24
24
25
Page
SECTION 41. EFFECTIVE DATE 25
Signatures and Seal 26
Exhibit A - Definitions
Exhibit B - Form of Bond
Exhibit C - Description of Annual Financial Information
Exhibit D - Bond Purchase Agreement
Exhibit E - Indenture
Exhibit F - Paying Agent/Registrar Agreement
RROCK/STADIUM: ORDIN.DR5 3/7/99
iv
ORDINANCE NO.
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF "CITY OF
ROUND ROCK, TEXAS HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 1999
(CONVENTION CENTER COMPLEX PROJECT) "; APPROVING AND
AUTHORIZING A LIMITED OFFERING MEMORANDUM AND THE
DISTRIBUTION THEREOF; AUTHORIZING THE EXECUTION OF A BOND
PURCHASE AGREEMENT, A TRUST INDENTURE AND A PAYING
AGENT/REGISTRAR AGREEMENT; AND APPROVING AND AUTHORIZING ALL
OTHER INSTRUMENTS AND PROCEDURES RELATED THERETO
STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
WHEREAS, on June 4, 1998 the City received a "Memorandum Report Hotel Occupancy
Tax Revenue Projections" prepared by Economic Research Associates ("ERA") which report
analyzed the hotel market within the City and projects the future revenue stream which could flow
to the City from the hotel tax; and
WHEREAS, Nolan Ryan, Don A. Sanders and Reid Ryan, the principals of Ryan Sanders
Ryan, Inc. ("RSR") and majority owners of Round Rock Baseball Inc. have purchased the Jackson
Generals, a class Double -A Texas League Professional Baseball Franchise and have announced
their intention to relocate the team to the City subject to reaching an acceptable agreement with
the City for the construction and lease of a suitable facility; and
WHEREAS, the City has a critical need for a convention/civic center facility to
accommodate meetings, exhibitions, trade shows, concerts and similar functions in addition to
constructing a facility suitable for a Double -A Texas League Professional Baseball Franchise; and
WHEREAS, pursuant to an election held on November 3, 1998, the voters within the City
approved an "Ordinance Approving the Expenditure of Hotel Occupancy Tax for a Multi -Purpose
Facility/Baseball Stadium" initiated by certain citizens within the City based upon the initiative
provisions of the City's Home Rule Charter; and
WHEREAS, on January 20, 1999, the City approved the execution of a Convention Center
Complex Lease Agreement dated as of January 20, 1999 with RSR governing the operation and
maintenance of the Convention Center Complex, as hereinafter defined; and
WHEREAS, RSR has agreed to make a contribution toward the project costs related to the
Convention Center Complex; and
RROCK/STADIUM: ORDIN.DR5 3/7/99
1
WHEREAS, on February 4, 1999, the City received an updated report from ERA analyzing
the projected hotel occupancy tax revenues; and
WHEREAS, based upon the commitments of RSR and the revenue projections provided
by ERA, the City Council has determined it is in the best interest of its citizens to issue special and
limited revenue bonds payable from available hotel occupancy taxes as further set forth in this
Ordinance pursuant to the provisions of Chapter 351 of the Texas Tax Code, as amended, and
Article 1269j-4.1, Vernon's Annotated Texas Civil Statutes, as amended, for the purpose of
acquiring, constructing, equipping and improving a Convention Center Complex as further set
forth herein; and
WHEREAS, the City Council further finds that the use of the hotel occupancy tax for the
acquisition, construction, equipment and improvement of a Convention Center Complex will
promote tourism and the convention and hotel industry as contemplated by Chapter 351 of the
Texas Tax Code, as amended; and
WHEREAS, simultaneous with the approval of this Ordinance, the City will enter into a
Trust Indenture with Chase Bank of Texas, National Association for the purpose of assigning and
pledging to the Trustee the Pledged Revenues, herein defined, for the purpose of securing the
payment of principal and interest on all Parity Obligations, as hereinafter defined, issued from time
to time with respect to a Project, as hereinafter defined; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS THAT:
SECTION 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit A to this
Ordinance have the meanings assigned to them in Exhibit A. Any terms not otherwise defined
herein have the meaning assigned in the Indenture.
SECTION 2. AMOUNT AND PURPOSE OF THE BONDS. The Bond or Bonds of the
City further described in Section 3(a) of this Ordinance and herein defined as the Bonds are hereby
authorized to be issued and delivered in the aggregate principal amount of $ FOR
THE PURPOSE OF PROVIDING FUNDS FOR (i) THE ACQUISITION OF SITES FOR
AND THE CONSTRUCTION, IMPROVEMENT, ENLARGING, EQUIPPING, REPAIRING,
OPERATION AND MAINTENANCE OFA CONVENTION CENTER COMPLEX, (ii) ONE-
HALF OF THE REQUIREMENTS OFA RESERVE FUND TO FURTHER SECURE THE
BONDS, (iii) APPROXIMATELY 14 MONTHS CAPITALIZED INTEREST ON THE BONDS
AND (iv) PAY THE COSTS OF ISSUANCE.
RROCK/STADIUM: ORDIN.DR5 3/7/99
2
SECTION 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF THE BONDS. (a) Each bond issued pursuant to this Ordinance for the
purpose described in Section 2 of this Ordinance shall be designated: "CITY OF ROUND ROCK,
TEXAS HOTEL OCCUPANCY TAX REVENUE BOND, SERIES 1999 (CONVENTION
CENTER COMPLEX PROJECT) ", and initially there shall be issued, sold, and delivered
hereunder fully registered Bonds, without interest coupons, dated March 15, 1999, in the
Authorized Denominations and principal amounts hereinafter stated, numbered consecutively from
R-1 upward (except the initial Bonds delivered to the Attorney General of the State of Texas which
shall be numbered T-1 upward), payable to the respective initial registered owners thereof (as
designated in Section 29 hereof), or to the registered assignee or assignees of said Bonds or any
portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and
be payable serially on December 1 in each of the years and in the principal amounts, respectively,
as set forth in the following schedule:
Year Principal Amount
2006
2007
2008
2009
2010
2011
2015
2020
2024
(b) The term "Bonds" as used in this Ordinance shall mean and include the Bonds initially
issued and delivered pursuant to this Ordinance and all substitute Bonds exchanged therefor, as
well as all other substitute Bonds and replacement Bonds issued pursuant hereto, and the term
"Bond" shall mean any of the Bonds.
SECTION 4. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in
Exhibit B to this Ordinance to their respective dates of maturity or redemption prior to maturity
in the manner and at the following rates per annum:
RROCK/STADIUM: ORDIN.DRS 3/7/99
3
Year of Maturity
2006
2007
2008
2009
2010
2011
2015
2020
2024
Interest Rate
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
BOND set forth in Exhibit B to this Ordinance.
SECTION 5. REDEMPTION AND NOTICE OF REDEMPTION AND
DEFEASANCE. (a) The City reserves the right to and shall redeem the Bonds on the dates and
in the manner set forth in the FORM OF BOND set forth in Exhibit B to this Ordinance.
(b) The City shall give notice of any such redemption in the manner set forth in Exhibit
B. In addition to the Notice of Redemption required to be given in Exhibit B, the City Secretary
shall give notice of redemption or defeasance to the Paying Agent/Registrar at least 45 days prior
to a redemption date in the case of a redemption and on the defeasance date in the case of a
defeasance and the Paying Agent/Registrar shall give notice of redemption or of defeasance of the
Bonds by mail, first-class postage prepaid at least thirty (30) days prior to a redemption date and
within thirty (30) days after a defeasance date to each registered securities depository and to any
national information service that disseminates such notices. In addition, in the event of a
redemption caused by an advance refunding of the Bonds, the Paying Agent/Registrar shall send
a second notice of redemption to the persons specified in the immediately preceding sentence at
least thirty (30) days but not more than ninety (90) days prior to the actual redemption date. Any
notice sent to the registered securities depositories or such national information services shall be
sent so that they are received at least two (2) days prior to the general mailing or publication date
of such notice. The Paying Agent/Registrar shall also send a notice of prepayment or redemption
to the registered owner of any Bond who has not sent the Bonds in for redemption sixty (60) days
after the redemption date.
(c) Each notice of redemption or defeasance, whether required in the FORM OF BOND
or in this Section, shall contain a description of the Bonds to be redeemed or defeased including
the complete name of the Bonds, the date of issue, the interest rate, the maturity date, the CUSIP
number, the certificate numbers, the amounts called of each certificate, the publication and mailing
date for the notice, the date of redemption or defeasance, the redemption price, if any, the name
of the Paying Agent/Registrar and the address at which the Bonds may be redeemed or paid,
including a contact person and telephone number.
(d) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner.
RROCK/STADIUM: ORDINDR5 3/7/99
4
SECTION 6. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and
Exchange; Authentication. The City shall keep or cause to be kept at the designated office for
payment of Chase Bank of Texas, National Association in Dallas, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer and exchange of the Bonds
(the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers and
exchanges under such reasonable regulations as the City and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges
as herein provided. The Paying Agent/Registrar Agreement between the City and the Paying
Agent/Registrar, in substantially the form presented to the City Council at the meeting at which
this Ordinance was considered, is hereby approved and the Mayor and City Secretary of the City
are hereby authorized to execute the Paying Agent/Registrar Agreement and approve any changes
in the final form thereof
The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed,
as herein provided; but it shall be the duty of each registered owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. To the extent possible and under
reasonable circumstances, all transfers of the Bonds shall be made within three business days after
request and presentation thereof. The City shall have the right to inspect the Registration Books
during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard
or customary fees and charges for making such registration, transfer, exchange and delivery of a
substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in Exhibit B
to this Ordinance. Registration of assignments, transfers and exchanges of the Bonds shall be
made in the manner provided and with the effect stated in the FORM OF BOND set forth in
Exhibit B to this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish
it from each other.
Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's
Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds
and surrendered for transfer and exchange. No additional ordinances, orders or resolutions need
be passed or adopted by the governing body of the City or any other body or person so as to
accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the preparation, execution and delivery of the substitute Bonds
in the manner prescribed herein. Pursuant to Article 717k-6, Vernon's Texas Civil Statutes, and
particularly Section 6 thereof, the duty of transfer and exchange of Bonds as aforesaid is hereby
imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the
transferred and exchanged Bond shall be valid, incontestable and enforceable in the same manner
and with the same effect as the Bonds which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public
Accounts.
RROCK/STADIUM: ORDIN.DRS 3/7/99
5
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Indenture. The Paying Agent/ Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the characteristics,
(vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the
Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the
City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and
in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in
Exhibit B to this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance
are not required to be, and shall not be, authenticated by the Paying Agent/ Registrar, but on each
substitute Bond issued in exchange for any Bond or Bonds issued under this Ordinance the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The City covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution or other entity to act as and perform the
services of Paying Agent/Registrar and Trustee for the Bonds under this Ordinance, and that the
Paying Agent/Registrar will be one entity; however, the Trustee and Paying Agent/Registrar may
be separate entities. The City reserves the right to, and may, at its option and to the extent
permitted by law, (i) act in the capacity of Paying Agent/Registrar or (ii) change the Paying
Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be
effective at such time which will not disrupt or delay payment on the next principal or interest
payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will assume the duties or will
appoint a competent and legally qualified bank, trust company, financial institution or other agency
to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating
to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any
change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States
mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance and the Indenture, and a
certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. The provisions
regarding the Trustee and substitution of the Trustee are governed by the Indenture.
(e) Book -Entry -Only System for Bonds. The Bonds issued in exchange for the Bonds
initially issued to the Purchaser specified in Section 29 herein shall be initially issued in the form
of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance,
RROCK/STADIUM: ORDIN.DR5 3/7/99
6
the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company ofNew York ("DTC"), and except as provided in subsection (f) hereof,
all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of
whom such DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a registered owner of the Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of the Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bond and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the registered owners,
as shown in the Registration Books as provided in this Ordinance, or their respective attorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the
Registration Books, shall receive a Bond certificate evidencing the obligation of the City to make
payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date,
the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; Transfers Outside Book -Entry -Only Systems. In the
event that the City determines to discontinue the use of the Book -Entry -Only System through
DTC, or DTC determines to discontinue providing its services with respect to the Bonds, the City
shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of the Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to
being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but
may be registered in the name of the successor securities depository, or its nominee, or in whatever
name or names registered owners transferring or exchanging the Bonds shall designate, in
accordance with the provisions of this Ordinance. Whenever a successor securities depository has
RROCK/STADIUM: ORDIN.DRS 3/7/99
7
been appointed pursuant to this paragraph, the terms DTC and DTC Participant as used in this
Ordinance shall refer to such successor securities depository and its participants, respectively.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee for DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the representation letter of
the City to DTC.
(h) DTC Letter of Representation. The officers of the City have previously executed a
Blanket Letter of Representations for and on behalf of the City and the City acknowledges the use
of such Blanket Letter with DTC in establishing the Book -Entry -Only System with respect to the
Bonds.
SECTION 7. FORM OF BOND. The form of each Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached only to the
Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially
in the form set forth in Exhibit B hereto, with such appropriate variations, omissions or insertions
as are permitted or required by this Ordinance.
SECTION 8. SECURITY OF BONDS AND ADDITIONAL PARITY OBLIGATIONS
AND PLEDGE OF PLEDGED REVENUES. The Bonds shall be entitled to the security and
benefits of the Indenture. The City hereby covenants and agrees that the Pledged Revenues are
hereby irrevocably pledged to the payment and security of the Bonds and any Additional Parity
Obligations. The Bonds authorized pursuant to this Ordinance are additionally payable from and
secured by the Pledged Funds. Any Additional Parity Obligations may be further secured and
payable from pledged funds as provided in the Supplemental Ordinance authorizing any such
Additional Parity Obligations. The Parity Obligations, and the interest thereon, shall constitute
a lien on and pledge of the Pledged Revenues and the City shall cause the Pledged Revenues to
be delivered to the Trustee, and the lien is hereby created on the Pledged Revenues for the payment
and security of the Parity Obligations which lien shall be superior to the lien on and pledge of the
Pledged Revenues securing payment of any Subordinate Lien Obligations hereafter issued by the
City.
SECTION 9. SPECIAL FUNDS. The creation of the Revenue Fund, Debt Service Fund,
City Project Fund, Reserve Fund, Capital Repair Fund and Capital Improvement Fund as set forth
in the Indenture is hereby confirmed. The creation of a separate RSR Project Fund to hold and
administer the RSR Contribution as set forth in the Indenture is also hereby confirmed.
SECTION 10. REVENUE FUND. The City hereby covenants, agrees and establishes that
the Pledged Revenues shall be transferred to the Trustee for deposit and credit to the Revenue
Fund as provided in the Indenture.
SECTION 11. FLOW OF FUNDS. All Pledged Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required and in the priority as set
forth in the Indenture.
RROCK/STADIUM: ORDIN.DR5 3/7/99
8
SECTION 12. APPLICATION OF BOND PROCEEDS AND OTHER FUNDS. (a)
Proceeds from the sale of the Bonds will be disbursed in accordance with this Section.
(b) Moneys received from the Purchaser of the Bonds representing accrued interest on the
Bonds from their date to the date of their actual delivery shall be deposited into the Debt Service
Fund. Additionally, proceeds of the Bonds representing approximately 14 months capitalized
interest on the Bonds shall be deposited into the Debt Service Fund.
(c) The Bond proceeds representing approximately one-half of the Required Reserve
Amount shall be deposited into the Reserve Fund.
(d) The Bond proceeds remaining after making the other deposits as set forth in this section
shall be deposited into the City Project Fund.
SECTION 13. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME - SECURITY OF FUNDS. Money in the Funds shall be invested,
valued and secured as provided in the Indenture.
SECTION 14. GENERAL COVENANTS. The City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in any ordinance authorizing the issuance of
Parity Obligations, including this Ordinance, and in each and every Parity Obligation; it will
promptly pay or cause to be paid the principal of and interest on every Parity Obligation on the
dates and in the places and manner prescribed in such ordinances, indentures and obligations; and
it will, at the times and in the manner prescribed, deposit and credit or cause to be deposited and
credited the amounts required to be deposited and credited to the Funds as provided in the
Indenture.
(b) City's Legal Authority. It is a duly created and existing home rule city of the State of
Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds;
that all action on its part for the creation and issuance of the Bonds has been duly and effectively
taken, and that the Bonds in the hands of the Holders thereof are and will be valid and enforceable
special obligations of the City payable in accordance with their terms.
(c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities
constituting the Convention Center Complex, that it warrants that it will defend the title to all the
aforesaid lands, buildings, structures and facilities, and every part thereof, against the claims and
demands of all persons whomsoever; that it is lawfully qualified to pledge the Pledged Revenues
to the payment of the Bonds and Additional Parity Obligations in the manner prescribed herein,
and has lawfully exercised such rights.
(d) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will
not additionally encumber the Pledged Revenues in any manner, except as permitted in this
Ordinance and the Indenture in connection with Additional Parity Obligations, unless said
encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and
RROCK/STADIUM: ORDIN.DR5 3/7/99
9
agreements of this Ordinance and the Indenture; but the right of the City to issue or incur
obligations payable from a subordinate lien on the Pledged Revenues is specifically recognized
and retained.
(e) Sale or Disposal of Property. While the Parity Obligations are outstanding and unpaid,
it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise
dispose of the Convention Center Complex except as set forth in the Lease Agreement.
(f) Insurance. (1) General. It shall cause to be insured such parts of the Project as would
usually be insured by municipal corporations operating like properties, with a responsible
insurance company or companies, against risks, accidents or casualties against which and to the
extent insurance is usually carried by municipal corporations operating like properties, including,
to the extent reasonably obtainable, fire and extended coverage insurance, insurance against
damage by floods, and use and occupancy insurance. Public liability and property damage
insurance shall also be carried unless the City Attorney of the City gives a written opinion to the
effect that the City is not liable for claims which would be protected by such insurance. At any
time while any contractor engaged in construction work shall be fully responsible therefor, the City
shall not be required to carry insurance on the work being constructed if the contractor is required
to carry appropriate insurance. All such policies shall be open to the inspection of the Holders and
their representatives at all reasonable times. Upon the happening of any loss or damage covered
by insurance from one or more of said causes, the City shall make due proof of loss and shall do
all things necessary or desirable to cause the insuring companies to make payment in full directly
to the City. The proceeds of insurance covering such property are hereby pledged as security for
the Parity Obligations and, together with any other funds necessary and available for such purpose,
shall be used forthwith by the City for repairing the property damaged or replacing the property
destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for
such purpose, then said insurance proceeds pertaining to the Project shall be used promptly as
follows:
(i) for the redemption prior to maturity of the Parity Obligations, ratably in the
proportion that the Outstanding principal of each series of Parity Obligations bears
to the total Outstanding principal of all Parity Obligations, provided that if on any
such occasion the principal of any such series is not subject to redemption, it shall
not be regarded as Outstanding in making the foregoing computation; or
(ii) if none of the Outstanding Parity Obligations is subject to redemption, then for the
purchase on the open market and retirement of said Parity Obligations in the same
proportion as prescribed in the foregoing clause (i), to the extent practicable;
provided that the purchase price for any Parity Obligation shall not exceed the
redemption price of such Parity Obligation on the first date upon which it becomes
subject to redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the
time, the insurance proceeds, or the remainder thereof, shall be deposited in a
special and separate trust fund, at a Depository of the City, to be designated the
Insurance Account. The Insurance Account shall be held until such time as the
foregoing clauses (i) and/or (ii) can be complied with, or until other funds become
RROCK/STADIUM: ORDIN.DRS 3/7/99
10
available which, together with the Insurance Account, will be sufficient to make
the repairs or replacements originally required, whichever of said events occurs
first.
(2) Coinsurance. The foregoing provisions of (1) above notwithstanding, the City shall
have authority to enter into coinsurance or similar plans where risk of loss is shared in
whole or in part by the City.
(3) Audit. The annual audit hereinafter required shall contain a note commenting on
whether or not the City has complied with the requirements of this Section with respect to
the maintenance of insurance, and listing all policies carried, and whether or not all
insurance premiums upon the insurance policies to which reference is hereinbefore made
have been paid.
(4) Source of Payment. Nothing in this Ordinance shall be construed as requiring the City
to expend any funds which are derived from sources other than the Hotel Tax, but nothing
herein shall be construed as preventing the City from doing so.
(g) Governmental Agencies. It will comply with all of the terms and conditions of any and
all franchises, permits and authorizations applicable to or necessary with respect to the Project, and
which have been obtained from any governmental agency; and the City has or will obtain and keep
in full force and effect all franchises, permits, authorization and other requirements applicable to
or necessary with respect to the acquisition, construction, equipment, operation and maintenance
of the Project.
(h) Collections and Rates. While the Parity Obligations are Outstanding and unpaid, the
City shall not lower or repeal the Hotel Tax and shall diligently pursue the collection of any unpaid
Hotel Tax.
(i) Pledge of Hotel Tax. The pledge and establishment of the Hotel Tax shall constitute a
continuing obligation of the City with respect to such establishment and a continuing appropriation
of the amounts received. The City shall establish and maintain at all times the Hotel Tax in
accordance with law and shall provide for the collection thereof and segregation and application
of the Pledged Revenues to pay principal and interest while the Parity Obligations are Outstanding.
SECTION 15. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The City covenants
and agrees that so long as any of the Parity Obligations remain Outstanding, the City will keep and
maintain a separate and complete system of records and accounts pertaining to the Pledged
Revenues in which full, complete, true, proper, and correct entries shall be made of all dealings,
transactions, business and affairs relating thereto, as provided by generally accepted accounting
principles, consistently applied, and by other applicable law. The City further agrees that,
following the close of each Fiscal Year, the City will cause an audit report of such records and
accounts to be made by an Accountant. Copies of each annual audit shall be made available for
public inspection during normal business hours at the City's principal office and the City
Secretary's office and may be furnished to, upon written request, any Holder upon payment of the
reasonable copying and mailing charges.
RROCK/STADIUM: ORDIN.DR5 3/7/99
11
SECTION 16. COVENANTS REGARDING EXCLUSION OF INTEREST ON THE
BONDS. The City covenants to refrain from any action which would adversely affect, and to take
such action to assure, the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable
in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof,
the City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds
or the projects financed therewith (less amounts deposited to the Reserve Fund) are used for any
"private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of
the proceeds are so used, such amounts, whether or not received by the City, with respect to such
private business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described
in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited and credited to the Reserve Fund) then the amount in excess of
5 percent is used for a "private business use" which is "related" and not "disproportionate," within
the meaning of section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited and credited to the
Reserve Fund) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,
to acquire or to replace funds which were used, directly or indirectly, to acquire investment
property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield
over the term of the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period of 3 years
or less or, in the case of a refunding bond, for a period of 90 days or less until such
proceeds are needed for the purpose for which the Bonds issued,
(2) amounts invested in a bona fide Interest and Sinking Fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund to
the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
RROCK/STADIUM: ORDIN.DR5 3/7/99
12
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section
149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United
States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the
amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such fund shall
not be subject to the claim of any other person, including without limitation the Holders. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
The City understands that the term "proceeds" includes "disposition proceeds" as defined
in the Treasury Regulations and, in the case of refunding Bonds, transferred proceeds (if any) and
proceeds of the refunded Bonds expended prior to the date of issuance of the Bonds. It is the
understanding of the City that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In furtherance of such intention, the City hereby authorizes and directs the
Mayor, the City Manager, the Assistant City Manager and the Director of Finance of the City to
execute any documents, certificates or reports required by the Code and to make such elections,
on behalf of the City, which may be permitted by the Code as are consistent with the purpose for
the issuance of the Bonds. In the event that regulations or rulings are hereafter promulgated which
modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required
to comply with any covenant contained herein to the extent that such failure to comply, in the
opinion of nationally -recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Bonds, the City agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code.
SECTION 17. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
THE PROJECT. The City covenants to account for the expenditure of sale proceeds and
investment earnings to be used for the Project on its books and records by allocating proceeds to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Project is completed. The foregoing notwithstanding, the City shall not expend sale proceeds or
investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the
delivery of the Bonds, or (2) the date the Bonds are retired, unless the City obtains an opinion of
nationally -recognized bond counsel that such expenditure will not adversely affect the status, for
federal income tax purposes, of the Bonds or the interest thereon. For purposes hereof, the City
shall not be obligated to comply with this covenant if it obtains an opinion that such failure to
comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
RROCK/STADIUM: ORDIN.DR5 3/7/99
13
SECTION 18. DISPOSITION OF PROJECT. The City covenants that the property
constituting the Project will not be sold or otherwise disposed in a transaction resulting in the
receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally -
recognized bond counsel that such sale or other disposition will not adversely affect the status, for
federal income tax purposes, of the Bonds or the interest thereon. For purposes of the foregoing,
the portion of the property comprising personal property and disposed in the ordinary course shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes
hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
SECTION 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to each NRMSIR and any SID, within six months after the end of
the next Fiscal Year, financial information and operating data with respect to the Project of the
general type included in the final Limited Offering Memorandum authorized by this Ordinance
being the information described in Exhibit C hereto. Any financial statements so to be provided
shall be (1) prepared in accordance with the accounting principles described in Exhibit C hereto,
or such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided. If
the audit of such financial statements is not complete within such period, then the City shall
provide (1) unaudited financial statements for the applicable Fiscal Year within six months after
the end of such Fiscal Year, and (2) audited financial statements for the applicable Fiscal Year to
each NRMSIR and any SID, when and if the audit report on such statements become available.
If the City changes its Fiscal Year, it will notify each NRMSIR and any SID of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this
paragraph (a).
The financial information and operating data to be provided pursuant to this paragraph (a)
may be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event
is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
RROCK/STADIUM: ORDIN.DR5 3/7/99
14
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax exempt status of the
Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution or sale of property securing repayment of the Bonds;
and
K. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance with
paragraph (a) of this Section by the time required by such paragraph.
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with Section 26 of
this Ordinance that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the Project's
financial results, condition or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell the Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
RROCK/STADIIIM: ORDINDR5 3/7/99
15
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law or a change
in the identity, nature, status or type of operations of the Project, but only if (1) the provisions of
this Section, as so amended, would have permitted an underwriter to purchase or sell the Bonds
in the primary offering of the Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determined that such
amendment will not materially impair the interest of the Holders and beneficial owners of the
Bonds The City may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction
enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the
provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling
the Bonds in the primary offering of the Bonds. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided
in accordance with paragraph (a) of this Section an explanation, in narrative form, of the reason
for the amendment and of the impact of any change in the type of financial information or
operating data so provided.
SECTION 20. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The City
shall have the right and power at any time and from time to time and in one or more series or
issues, to authorize, issue and deliver additional parity revenue bonds or other obligations (herein
called "Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of
(i) expanding, improving, equipping or repairing the Convention Center Complex, (ii) any other
projects or purposes that are a lawful use of the Hotel Tax or (iii) refunding of any Parity
Obligations or Subordinate Lien Obligations. Such Additional Parity Obligations, if and when
authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made
payable equally and ratably on a parity with all other Outstanding Parity Obligations, from the lien
on and pledge of the Pledged Revenues herein granted.
(b) The Debt Service Fund established by the Indenture shall secure and be used to pay
all Parity Obligations. However, each ordinance under which Additional Parity Obligations are
issued shall provide and require that, in addition to the amounts required by the provisions of this
Ordinance and the Indenture and the provisions of any other Supplemental Ordinance authorizing
Additional Parity Obligations to be deposited to the credit of the Debt Service Fund, the City shall
deposit to the credit of the Debt Service Fund at least such amounts as are required for the payment
of all principal of and interest on said Additional Parity Obligations then being issued, as the same
come due.
RROCK/STADIUM: ORDIN.DR5 3/7/99
16
(c) The City may create and establish a reserve fund pursuant to the provisions of any
Supplemental Ordinance authorizing the issuance of Additional Parity Obligations for the purpose
of securing that particular issue or series of Parity Obligations or any specific group of issues or
series of Parity Obligations and the amounts once deposited or credited to said reserve funds shall
no longer constitute Pledged Revenues and shall be held solely for the benefit of the Holders of
the particular Parity Obligations for which such reserve fund was established. The City hereby
confirms the establishment of the Reserve Fund to secure the Bonds. Each reserve fund shall be
designated in such manner as is necessary to identify the Parity Obligations it secures and to
distinguish such reserve fund from the Reserve Fund securing the Bonds and the reserve funds
created for the benefit of other Parity Obligations.
(d) The City may create and establish other pledged funds pursuant to the provisions of any
Supplemental Ordinance authorizing the issuance of Additional Parity Obligations for the purpose
of securing that particular issue or series of Parity Obligations or any specific group, issue or series
of Parity Obligations and the amounts once deposited or credited to said pledged funds shall no
longer constitute Pledged Revenues and shall be held solely for the benefit of the Holders of the
particular Parity Obligations for which such pledged funds were established. The City hereby
confirms the establishment of the Pledged Funds to secure the Bonds. Pledged funds shall be
designated in such manner as is necessary to identify the Parity Obligations secured and to
distinguish such pledged funds from the Pledged Funds securing the Bonds and the pledged funds
created for the benefit of other Parity Obligations.
SECTION 21. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS. Additional Parity Obligations shall be issued only in accordance with this
Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment,
series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The City Manager and the City Secretary of the City sign a written certificate to the
effect that the City is not in default as to any covenant, condition or obligation in connection with
all Outstanding Parity Obligations, and the ordinances authorizing same, and that the (i) Debt
Service Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity
Obligations each contains the amount then required to be therein and (ii) the Pledged Funds and
any pledged funds securing any other series or issue of Parity Obligations each contains the
amount then required to be therein; provided, however, the City shall not be required to satisfy the
requirements of this Section 21(a)(ii) as a requirement for the issuance of Additional Parity
Obligations for the Convention Center Complex.
(b) An Accountant signs and delivers to the City a written certificate to the effect that,
during either the next preceding Fiscal Year, or any twelve consecutive calendar month period
ending not more than ninety days prior to the date of the then proposed Additional Parity
Obligations, the Pledged Revenues were, in the opinion thereof, at least equal to the sum of 1.25
times the Average Annual Debt Service Requirements (computed on a Fiscal Year basis),
including Amortization Installments, of the Parity Obligations and the Additional Parity
Obligations to be Outstanding after the issuance of the then proposed Additional Parity Obligations
and 1.00 times the average annual debt service requirement (computed in the same manner as for
Parity Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the
then proposed Additional Parity Obligations.
RROCK/STADIUM: ORDIN.DRS 3/7/99
17
(c) In making a determination of Pledged Revenues for any of the purposes described in
this Section, the Accountant may take into consideration a change in the rates and charges in
connection with the Pledged Revenues that became effective at least 60 days prior to the last day
of the period for which Pledged Revenues are determined and, for purposes of satisfying the
Pledged Revenues tests described above, make a pro forma determination of the Pledged Revenues
for the period of time covered by said Accountant's certification or opinion based on such change
in rates and charges being in effect for the entire period covered by said Accountant's certificate
or opinion.
SECTION 22. REFUNDING BONDS. The City reserves the right to issue Additional
Parity Obligations to refund all or any part of the outstanding Parity Obligations or any other
obligations of the City payable, in whole or in part, from the Pledged Revenues, pursuant to any
law then available, upon such terms and conditions as the City Council may deem to be in the best
interest of the City and its inhabitants, and, unless all of the then outstanding Parity Obligations
are refunded, the conditions precedent prescribed for the issuance of Additional Parity Obligations
and the representations and certifications required in Sections 20 and 21 shall be satisfied and shall
give effect to the Average Annual Debt Service Requirements of the proposed refunding
Additional Parity Obligations (but shall not give effect to the Average Annual Debt Service
Requirements of the obligations being refunded following their cancellation or provision being
made for their payment); provided, however, if as a result of such refunding the Annual Debt
Service Requirements are not increased in any Fiscal Year, the City shall not be required to satisfy
the requirements of Section 21(b) as a requirement for the issuance of such refunding Additional
Parity Obligations.
SECTION 23. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City
hereby reserves the right to issue, at any time, obligations including, but not limited to,
Subordinate Lien Obligations, payable from and equally and ratably secured, in whole or in part,
by a lien on and pledge of the Pledged Revenues, subordinate and inferior in rank and dignity to
the lien on and pledge of such Pledged Revenues securing the payment of the Parity Obligations,
as may be authorized by the laws of the State of Texas.
SECTION 24. LIMITED OBLIGATIONS OF THE CITY. The Parity Obligations are
limited, special obligations of the City payable from and equally and ratably secured solely by a
first lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right
to demand payment of the principal or interest on the Parity Obligations from any funds raised or
to be raised through taxation or any other resources of the City.
SECTION 25. REMEDIES IN EVENT OF DEFAULT. The Events of Default and
remedies thereof shall be as defined and provided in the Indenture.
SECTION 26. DEFEASANCE OF THE BONDS. (a) Any Bond and the interest thereon
shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the
meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when
payment of the principal of such Defeased Bond, plus interest thereon to the due date (whether
such due date be by reason of maturity, upon redemption or otherwise) either (i) shall have been
made or caused to be made in accordance with the terms thereof (including the giving of any
required notice of redemption or irrevocable provisions for the giving of the notice of redemption
RROCK/STADIUM: ORDIN.DR5 3/7/99
18
having been made), or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful
money of the United States of America sufficient to make such payment (2) Government
Obligations which mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money to provide for such payment, and
when proper arrangements have been made by the City with the Paying Agent/Registrar for the
payment of its services until all Defeased Bonds shall have become due and payable or (3) any
combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable
from or entitled to the benefits of, the Pledged Revenues as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the City also be invested in Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar which is not required for the payment of Parity Obligations and interest thereon,
with respect to which such money has been so deposited, shall be turned over to the City, or
deposited as directed in writing by the City.
(c) The term "Government Obligations" as used in this Section, shall mean direct
obligations of the United States of America, including obligations which are unconditionally
guaranteed by the United States of America, which may be United States Treasury obligations such
as its State and Local Government Series, which may be in book -entry form.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the City shall make proper arrangements to provide and
pay for such services as required by this Ordinance.
SECTION 27. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the
registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
RROCK/STADIIJM: ORDIN.DRS 3/7/99
19
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in
the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing
and other expenses in connection therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of Article
717k-6, Vernon's Texas Civil Statutes, this Section of this Ordinance shall constitute authority for
the issuance of any such replacement bond without necessity of further action by the governing
body of the City or any other body or person, and the duty of the replacement of such Bonds is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided
in Section 6(a) of this Ordinance for Bonds issued in exchange for other Bonds.
SECTION 28. AMENDMENT OF ORDINANCE. (a) The holders of the Parity
Obligations aggregating a majority in principal amount of the aggregate principal amount of then
Outstanding Parity Obligations shall have the right from time to time to approve any amendment
to this Ordinance which may be deemed necessary or desirable by the City, provided, however,
that without the consent of the holders of all of the effected Parity Obligations at the time
outstanding, nothing herein contained shall permit or be construed to permit the amendment of the
terms and conditions in this Ordinance or in the Parity Obligations so as to:
Make any change in the maturity of the Outstanding Parity Obligations;
Reduce the rate of interest borne by any of the Outstanding Parity Obligations;
Reduce the amount of the principal payable on the Outstanding Parity Obligations;
Modify the terms of payment of principal of or interest on the Outstanding Parity
Obligations or impose any conditions with respect to such payment;
Affect the rights of the holders of less than all of the Parity Obligations then
outstanding;
(6) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
RROCK/STADIUM: ORDIN.DR5 3/7/99
20
(b) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall cause notice of the proposed amendment to be published in a financial newspaper or journal
of general circulation in The City of New York, New York, once during each calendar week for
at least two successive calendar weeks. Such notice shall briefly set forth the nature of the
proposed amendment and shall state that a copy thereof is on file for inspection by all registered
owners of Parity Obligations at the designated trust office of the registrar for the Parity
Obligations. Such publication is not required, however, if notice in writing is given to each
registered owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the holders of at least a majority in aggregate principal
amount of all Parity Obligations then Outstanding, which instrument or instruments shall refer to
the proposed amendment described in said notice and which specifically consent to and approve
such amendment in substantially the form of the copy thereof on file with the Trustee, the City
Council may pass the amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties and obligations under this Ordinance of the City and
all the holders of then Outstanding Parity Obligations shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the registered owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon all
future holders of the same Parity Obligation during such period. Such consent may be revoked at
any time after six months from the date of the first publication of such notice by the holder who
gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and
the City, but such revocation shall not be effective if the registered owners of at least a majority
in aggregate principal amount of the then outstanding Parity Obligations as in this Section defined
have, prior to the attempted revocation, consented to and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and the
date of their holding same shall be proved by the Registration Books of the Paying
Agent/Registrar. For purposes of this Section, the holder of a Parity Obligation in such registered
form shall be the owner thereof as shown on such Registration Books. The City may conclusively
assume that such ownership continues until written notice to the contrary is served upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Ordinance and the Indenture for any one or more of the following
purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional rights
RROCK/STAD1UM: ORDIN.DRS 3/7/99
21
or remedies to bondholders or to surrender, restrict or limit any right or power herein
reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the Parity Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as
a condition to the issuance or maintenance of a rating, which changes or amendments do
not, in the judgment of the City, materially adversely affect the interests of the owners of
the outstanding Parity Obligations;
(4) To make such changes, modifications or amendments as may be necessary
or desirable, which shall not adversely affect the interests of the owners of the outstanding
Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and
practical utilization of credit agreements with respect to the Parity Obligations including,
without limitation, supplementing the definition of "Annual Debt Service Requirements"
to address the amortization of payments due and owing under a credit agreement;
(5) To modify any of the provisions of this Ordinance in any other respect
whatever, provided that (i) such modification shall be, and be expressed to be, effective
only after all Parity Obligations outstanding at the date of the adoption of such
modification shall cease to be outstanding, and (ii) such modification shall be specifically
referred to in the text of all Additional Parity Obligations issued after the date of the
adoption of such modification.
Notice of any such amendment may be published or given by the City in the manner described in
subsection (b) of this Section; provided, however, that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory ordinance and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory ordinance.
SECTION 29. SALE AND DELIVERY OF THE BONDS. The Bonds are hereby sold
and shall be delivered to Mesirow Financial, Inc., the Purchaser, at the price of $
(which amount is equal to par less an underwriting discount of $ ) plus accrued interest
on the Bonds from March 15, 1999, to the date of initial delivery thereof, all pursuant to the terms
and provisions of a Bond Purchase Agreement in substantially the form attached hereto as
Exhibit D which the Mayor of the City is hereby authorized to execute and deliver and which the
City Secretary of the City is hereby authorized to attest. The City will initially deliver to the
Purchaser one bond for each maturity of the Bonds authorized under this Ordinance. The Bonds
shall initially be registered in the name of Mesirow Financial, Inc.
SECTION 30. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the
City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and
RROCK/STADIUM: ORDIN.DR5 3/7/99
22
all necessary records and proceedings pertaining to the Bonds pending their delivery and their
investigation, examination and approval by the Attorney General of the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Certificate. The approving legal opinion of the City's Bond Counsel (with an appropriate
certificate pertaining thereto executed by facsimile signature of the City Secretary of the City), a
statement regarding any insurance policy and the assigned CUSIP numbers may, at the option of
the City, be printed on or attached to the Bonds issued and delivered under this Ordinance, but
such additions or attachments shall not have any legal effect, and shall be solely for the
convenience and information of the registered owners of the Bonds.
SECTION 31. APPROVAL OF LIMITED OFFERING MEMORANDUM,
INDENTURE AND PAYING AGENT/REGISTRAR AGREEMENT. (a) The City hereby
approves the form and content of the Limited Offering Memorandum relating to the Bonds and any
addenda, supplement or amendment thereto, and approves the distribution of such Limited
Offering Memorandum in the reoffering of the Bonds by the Purchaser in final form, with such
changes therein or additions thereto as the officer executing the same may deem advisable, such
determination to be conclusively evidenced by his execution thereof. The distribution and use of
the Preliminary Limited Offering Memorandum dated February 25, 1999, prior to the date hereof
is confirmed. The City Council of the City hereby finds and determines that the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum were and are "deemed
final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates.
(b) The Indenture by and between the City and the Trustee, in substantially the form and
substance submitted to the City at the meeting at which this Ordinance is adopted is hereby
approved and the Mayor is hereby authorized to complete, amend, modify, and execute the
Indenture, if necessary.
(c) The Paying Agent/Registrar Agreement by and between the City and the Paying
Agent/Registrar, in substantially the form and substance submitted to the City at the meeting at
which this Ordinance is adopted is hereby approved and the Mayor is hereby authorized to
complete, amend, modify, and execute the Paying Agent/Registrar Agreement, if necessary.
SECTION 32. UNAVAILABILITY OF AUTHORIZED PUBLICATION. If, because
of the temporary or permanent suspension of any newspaper, journal or other publication, or, for
any reason, publication of notice cannot be made meeting any requirements herein established, any
notice required to be published by the provisions of this Ordinance shall be given in such other
manner and at such time or times as in the judgment of the City shall most effectively approximate
such required publication and the giving of such notice in such manner shall for all purposes of this
Ordinance be deemed to be in compliance with the requirements for publication thereof.
SECTION 33. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be
had for the payment of principal of or interest on any Parity Obligations or for any claim based
thereon or on this Ordinance or the Indenture against any official of the City or any person
executing any Parity Obligations.
RROCK/STADIUM: ORDIN.DR5 3/7/99
23
SECTION 34. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds,
the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Indenture,
and the Limited Offering Memorandum. In addition, prior to the initial delivery of the Bonds, the
Mayor, the City Manager or Assistant City Manager, the City Attorney and Bond Counsel are
hereby authorized and directed to approve any technical changes or corrections to this Ordinance
or to any of the instruments authorized and approved by this Ordinance necessary in order to (i)
correct any ambiguity or mistake or properly or more completely document the transactions
contemplated and approved by this Ordinance and as described in the Limited Offering
Memorandum or (ii) obtain the approval of the Bonds by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 35. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance and the Table of Contents of this
Ordinance have been inserted for convenience of reference only and are not to be considered a part
hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This
Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the
purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and
pledge of the Pledged Revenues to secure the payment of the Bonds.
SECTION 36. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions,
or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are
hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and
remain controlling as to the matters contained herein.
SECTION 37. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the registered owners of the Bonds.
SECTION 38. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
SECTION 39. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
RROCK/STADIUM: ORDINDRS 3/7/99
24
SECTION 40. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
SECTION 41. EFFECTIVE DATE. This Ordinance shall become effective upon the final
passage of this Ordinance.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
RROCK/STADIC)M: ORDIN.DR5 3/7/99
25
By motion duly made, seconded and passed with an affirmative vote of all the Council
members present, the requirement for reading this ordinance on two separate days was dispensed
with in accordance with Section 3.13 and 9.01(e)(2) of the City's Charter.
READ, PASSED AND ADOPTED on first reading this day of , 1999.
Charles Culpepper, Mayor
City of Round Rock, Texas
ATTEST:
Joanne Land, City Secretary
Exhibit A - Definitions
Exhibit B - Form of Bond
Exhibit C - Description of Annual Financial Information
Exhibit D - Bond Purchase Agreement
Exhibit E - Indenture
Exhibit F - Paying Agent/Registrar Agreement
RROCK/STADIUM: ORDIN.DRS 3/7/99
EXHIBIT A
As used in this Ordinance, the following terms and expressions shall have the meanings
set forth below, unless the text hereof specifically indicates otherwise. Any terms not otherwise
defined herein have the meaning given in the Indenture.
"Accountant" means an independent certified public accountant or accountants or a firm
of an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Additional Parity Obligations" means Bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt which the City reserves the right to issue or enter into, as the
case may be, in the future under the terms and conditions provided in Sections 20 and 21 of this
Ordinance and which obligations are equally and ratably secured solely by a first lien on and
pledge of the Pledged Revenues on a parity with the Bonds.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory redemption
account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and
including redemption premium, if any) provided that the total Amortization Installments for such
Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such
Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal
of and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand conditioned
upon default by the City on such Debt, or be payable in respect of any required purchase of such
Debt by the City) in such Fiscal Year, and, for such purposes, any one or more of the following
rules shall apply at the election of the City:
(1) Balloon Debt. If the principal (including the accretion of interest resulting
from original issue discount or compounding of interest) of any series or issue of Funded
Debt due (or payable in respect of any required purchase of such Funded Debt by the City)
in any Fiscal Year either is equal to at least 25% of the total principal (including the
accretion of interest resulting from original issue discount or compounding of interest) of
such Funded Debt or exceeds by more than 50% the greatest amount of principal of such
series or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such
principal due in such Fiscal Year for such series or issue of Funded Debt being referred to
herein and throughout this Ordinance as "Balloon Debt"), the amount of principal of such
Balloon Debt taken into account during any Fiscal Year shall be equal to the debt service
calculated using the original principal amount of such Balloon Debt amortized over the
Term of Issue on a level debt service basis at an assumed interest rate equal to the rate
borne by such Balloon Debt on the date of calculation;
(2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated
Financial Officer shall deliver to the City a certificate providing for the retirement of (and
RROCK/STADIUM: ORDIN.DR5 3/7/99
A-1
the instrument creating such Balloon Debt shall permit the retirement of), or for the
accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall
permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed
schedule stated in such certificate ending on or before the Fiscal Year in which such
principal (and premium, if any) is due, then the principal of (and, in the case of retirement,
or to the extent provided for by the sinking fund accumulation, the premium, if any, and
interest and other debt service charges on) such Balloon Debt shall be computed as if the
same were due in accordance with such schedule, provided that this clause (2) shall apply
only to Balloon Debt for which the installments previously scheduled have been paid or
deposited to the sinking fund established with respect to such Debt on or before the times
required by such schedule; and provided further that this clause (2) shall not apply where
the City has elected to apply the rule set forth in clause (1) above;
(3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity
Obligations, or portions thereof, shall not be included in the computation of the Annual
Debt Service Requirements for any Fiscal Year for which such principal or interest are
payable from funds on deposit or set aside in trust for the payment thereof at the time of
such calculations (including without limitation capitalized interest and accrued interest so
deposited or set aside in trust) with a financial institution acting as fiduciary with respect
to the payment of such Debt; and
(4) Variable Rate. As to any Parity Obligations that bear interest at a variable
interest rate which cannot be ascertained at the time of calculation of the Annual Debt
Service Requirement then, at the option of the City, either (A) an interest rate equal to the
average rate borne by such Parity Obligations (or by comparable debt in the event that such
Parity Obligations has not been outstanding during the preceding 24 months) for any 24
month period ending within 30 days prior to the date of calculation, or (B) an interest rate
equal to the 30 -year Revenue Bond Index (as most recently published in The Bond Buyer),
shall be presumed to apply for all future dates, unless such index is no longer published in
The Bond Buyer, in which case an index of revenue Bonds with maturities of at least 20
years which is published in a financial newspaper or journal with national circulation may
be used for this purpose (if two Series of Parity Obligations which bear interest at variable
interest rate, or one or more maturities within a Series, of equal par amounts, are issued
simultaneously with inverse floating interest rates providing a composite fixed interest rate
for such Parity Obligations taken as a whole, such composite fixed rate shall be used in
determining the Annual Debt Service Requirement with respect to such Parity
Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
"Authorized Denominations" means with respect to the Bonds in the denomination of
$100,000 and any integral multiple of $5,000 in excess of $100,000 within a maturity.
RROCK/STADIUM: ORDIN.DR5 3/7/99
A-2
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from
bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in
making such computation.
"Bonds" means the City of Round Rock, Texas Hotel Occupancy Tax Revenue Bonds,
Series 1999 (Convention Center Complex Project).
"Book -Entry -Only System" means the book -entry system of bond registration provided
in Section 6 of the Ordinance, or any successor system of book -entry registration.
"CapitallmprovementFund" means the special fund created, established and maintained
by the provision of Section 4.06 of the Indenture and confirmed in Section 9 of the Ordinance.
"Capital Repair Fund" means the special fund created, established and maintained by the
provisions of Section 4.05 of the Indenture and confirmed in Section 9 of the Ordinance.
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" and "Issuer" mean the City of Round Rock, Texas, and where appropriate, the
City Council.
"City Project Fund" means the special fund created, established and maintained by the
provisions of Section 4.07 of the Indenture and confirmed by Section 9 of this Ordinance.
"Convention Center Complex" means the civic center building, auditorium, exhibition
halls and coliseum including parking areas or facilities financed with the proceeds of the Bonds
and any Additional Parity Obligations.
"Debt" and "Debt of the City payable from Pledged Revenues" mean:
(1) all indebtedness payable from Pledged Revenues incurred or assumed by the
City for borrowed money that, in accordance with generally accepted accounting
principles, are shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Pledged Revenues that is guaranteed,
directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or
indirectly, by the City through an agreement, contingent or otherwise, to purchase any such
indebtedness or to advance or supply funds for the payment or purchase of any such
indebtedness or to purchase property or services primarily for the purpose of enabling the
debtor or seller to make payment of such indebtedness, or to assure the owner of the
RROCK/STADIUM: ORDINDR5 3/7/99
A-3
indebtedness against loss, or to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether or not
such property is delivered or such services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior
to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall
be considered Debt unless such item constitutes indebtedness under generally accepted accounting
principles applied on a basis consistent with the financial statements of the System in prior Fiscal
Years.
"Debt Service Fund" means the special fund created, established and maintained by the
provisions of Section 4.03 of the Indenture and confirmed in Section 9 of this Ordinance.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTCParticipant"means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Designated Financial Officer" means the chief financial officer of the City, or such other
financial or accounting official of the City so designated by the City Council.
"Fiscal Year" means the twelve-month accounting period used by the City in connection
with the operation of the Project, currently ending on September 30 of each year, which may be
any twelve consecutive month period established by the City, but in no event may the Fiscal Year
be changed more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the City that mature
by their terms (in the absence of the exercise of any earlier right of demand), or that are renewable
at the option of the City to a date, more than one year after the original creation or assumption of
such Debt by the City.
"Funds" means collectively all funds authorized in Section 4.01 of the Indenture and
confirmed in Section 9 of the Ordinance.
"Holder(s)"means the registered owner, whose name appears in the Registration Books,
for any Parity Obligation.
RROCK/STADIUM: ORDIN.DR5 3/7/99
A-4
"Hotel Tax" means that portion of the receipts of the municipal hotel tax authorized
pursuant to Chapter 351 of the Texas Tax Code, as amended, remaining after deducting the Local
Tourism Requirement.
"Indenture" means the Trust Indenture dated March 15, 1999 between the City and Chase
Bank of Texas, National Association or any successor thereto.
"Lease Agreement" means the Convention Center Complex Lease Agreement dated
January 20, 1999 between the City and RSR and may be amended from time to time.
"Lessee" means Ryan Sanders Ryan, Inc., a Texas corporation or any successor thereto.
"Local Tourism Requirement" means that portion of the municipal hotel tax authorized
pursuant to Chapter 351 of the Texas Tax Code, as amended, which represents the greater of (i)
the State Mandated Set Aside and (ii) $260,000 (adjusted upward each year commencing Fiscal
Year 2004, by 3% on a compounded basis).
"MSRB" means the Municipal Securities Rulemaking Board.
"Maturity" means, when used with respect to any Debt, the date on which the principal
of such Debt or any installment thereof becomes due and payable as therein provided, whether at
the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for
the particular obligations for which such calculation is made. Capitalized interest payments
provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Ordinance" means ordinance no. adopted by the City Council on March
11, 1999 in connection with the issuance of the Bonds.
"Outstanding" when used with respect to Parity Obligations, means, as of the date of
determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance
authorizing Additional Parity Obligations, except:
(1) Parity Obligations theretofore canceled and delivered to the City or delivered
to the Paying Agent/Registrar for cancellation;
RROCK/STADIUM: ORDIN.DR5 3/7/99
A-5
(2) Parity Obligations deemed paid pursuant to the provisions of Section 26 of the
Ordinance or any comparable section of any ordinance authorizing Additional Parity
Obligations;
(3) Parity Obligations upon transfer of or in exchange for and in lieu of which
other Parity Obligations have been authenticated and delivered pursuant to this Ordinance
and any ordinance authorizing Additional Parity Obligations; and
(4) Parity Obligations under which the obligations of the City have been released,
discharged or extinguished in accordance with the terms thereof.
"Paying Agent/Registrar" shall have the meaning set forth in Section 6(a) of the
Ordinance.
"Parity Obligations" means the Bonds and any Additional Parity Obligations hereafter
issued by the City or obligations issued to refund any of the foregoing (as determined within the
sole discretion of the City Council in accordance with applicable law) if issued in a manner that
provides that the refunding obligations are payable from and equally and ratably secured by a first
lien on and pledge of the Pledged Revenues.
"Pledged Funds" means with respect to the Bonds, the Reserve Fund, the City Project
Fund, the Capital Repair Fund and the Capital Improvement Fund. Pledged Funds when referred
to with respect to any Additional Parity Obligations means those accounts pledged to the payment
of such Additional Parity Obligations as specified in the Supplemental Ordinance.
"Pledged Revenues" means (i) the Hotel Tax, (ii) amounts and investments on deposit in
the Debt Service Fund and the Revenue Fund plus (iii) any additional revenues, income, receipts,
or other resources, including, without limitation, any grants, donations or income received or to
be received from the United States Government, or any other public or private source, whether
pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of
the Parity Obligations.
"Project" means any lawful purpose authorized by Chapter 351 of the Texas Tax Code,
as amended, including the Convention Center Complex.
"Purchaser" means Mesirow Financial, Inc.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Parity Obligations.
"Record Date" means the Record Date as defined in the Form of Bond in Exhibit B to this
Ordinance.
"Registration Books" means the records maintained by the Paying Agent/Registrar
indicating the registered owner of the Parity Obligations.
RROCK/STADIUM: ORDINDR5 3/7/99
A-6
"Reserve Fund" means the special fund created, established and maintained by the
provisions of Section 4.04 of the Indenture and confirmed by Section 9 of the Ordinance.
"Revenue Fund" means the special fund created, established and maintained by the
provisions of Section 4.02 of the Indenture and confirmed by Section 9 of the Ordinance.
"RSR" means Ryan Sanders Ryan, Inc., a Texas corporation or any successor thereto.
"RSR Contribution" means the contribution by RSR toward the cost of the Convention
Center Complex.
"RSR Project Fund" means the special fund created, established and maintained pursuant
to the provisions of Section 4.08 of the Indenture and confirmed by Section 9 of the Ordinance.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
"State Mandated Set Aside" means not less than the amount of revenue received by the
City from the municipal hotel tax at a rate of one percent of the cost of the room which is required
to be allocated solely to advertising and conducting solicitation and promotional purposes to attract
tourists and convention delegates or registrants to the City or its vicinity as provided in Section
351.103 of the Texas Tax Code, as amended.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the Ordinance and any Supplemental Ordinance authorizing the
issuance of such Parity Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the City that are payable, in whole or
in part, from and equally and ratably secured by a lien on and pledge of the Pledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that
are or will be pledged to the payment of any Parity Obligations issued by the City, and (ii)
obligations hereafter issued to refund any of the foregoing if issued in a manner that provides that
the refunding Bonds are payable from and equally and ratably secured, in whole or in part, by a
lien on and pledge of the Pledged Revenues on a parity with the Subordinate Lien Obligations.
"Supplemental Ordinance" means the ordinances adopted by the City Council ofthe City
from time to time in connection with the issuance of Additional Parity Obligations.
"Term Bonds" means those Parity Obligations so designated in the ordinances authorizing
such bonds which shall be subject to retirement by operation of a mandatory redemption account.
RROCK/STADIUM: ORDIN.DR5 3/7/99
A-7
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
"Trustee" means Chase Bank of Texas, National Association or any successor thereto.
RROCK/STADIUM: ORDIN.DR5 3/7/99
A-8
R -
EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF ROUND ROCK, TEXAS $
HOTEL OCCUPANCY TAX REVENUE BOND
SERIES 1999
(CONVENTION CENTER COMPLEX PROJECT)
INTEREST RATE DATE OF BONDS MATURITY DATE CUSIP NO.
March 15, 1999
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITYOFROUND ROCK, TEXAS (the
"Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), the Principal Amount specified above, and to pay interest thereon
(calculated on the basis of a 360 -day year of twelve 30 -day months) from March 15, 1999 at the
Interest Rate per annum specified above, payable on December 1, 1999, and semiannually on each
March 1 and December 1 thereafter to the Maturity Date specified above, or the date of redemption
prior to maturity; except that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at the designated office for
payment of Chase Bank of Texas, National Association, Dallas, Texas, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-1
Agent/Registrar to the Registered Owner hereof on each interest payment date by check, dated as
of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from,
funds of the Issuer required by the Ordinance authorizing the issuance of this Bond (the
"Ordinance") and the Indenture to be on deposit with the Paying Agent/Registrar for such purpose
as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the Registered
Owner hereof, at its address as it appeared on the fifteenth business day of the month next
preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In the event of a non-payment of interest on a scheduled
payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special
Record Date") will be established by the Paying Agent/Registrar if and when funds for the
payment of such interest have been received from the Issuer. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall
be 15 days after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first class, postage prepaid, to the address of each
Registered Owner appearing on the Registration Books of the Paying Agent/Registrar at the close
of business on the fifteenth business day next preceding the date of mailing of such notice. Any
accrued interest due upon the redemption of this Bond prior to maturity as provided herein shall
be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and
payment at the principal office for payment of the Paying Agent/Registrar (unless the redemption
date is a regularly scheduled interest payment date, in which case accrued interest on such
redeemed Bonds shall be payable in the regular manner described above). The Issuer covenants
with the Registered Owner of this Bond that on or before each principal payment date, interest
payment date, and accrued interest payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Debt Service Fund" referred to in and maintained by the Ordinance,
the amounts required to provide for the payment, in immediately available funds, of all principal
of and interest on the Bonds, when due. Terms used in this Bond and not otherwise defined shall
have the meaning given in the Ordinance and the Indenture.
IF THE DATE for the payment of the principal of or interest on this Bond shall fall on a
day other than a Business Day (each a "Non -Business Day"), then the date for such payment shall
be the next succeeding day which is not a Non -Business Day, and payment on such date shall have
the same force and effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated as of March 15, 1999, authorized in
accordance with the Constitution and laws of the State of Texas in the aggregate principal amount
of $ FOR THE PURPOSE OF PROVIDING FUNDS FOR (i) THE ACQUISITION
OF SITES FOR AND THE CONSTRUCTION, IMPROVEMENT, ENLARGING,
EQUIPPING, REPAIRING, OPERATION AND MAINTENANCE OF A CONVENTION
CENTER COMPLEX, (ii) ONE-HALF OF THE REQUIREMENTS OFA RESERVE FUND
TO FURTHER SECURE THE BONDS, (iii) APPROXIMATELY 14 MONTHS
CAPITALIZED INTEREST ON THE BONDS AND (iv) PAY THE COSTS OF ISSUANCE.
THE ISSUER reserves the right to redeem Bonds of this series maturing on and after
December 1, 2010, in whole or in part on December 1, 2009, or any date thereafter, and, if in part,
the Issuer will determine the maturity or maturities to be redeemed and the Paying Agent/Registrar
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-2
shall determine, by lot or other customary method within a maturity, the particular Bonds to be
redeemed, at a redemption price equal to the principal amount of the Bonds to be redeemed plus
accrued interest to the redemption date.
THE BONDS maturing on December 1, 2006, December 1, 2015, December 1, 2020 and
December 1, 2024 (the "Term Bonds") are subject to mandatory redemption prior to maturity in
part, with the particular Bonds to be redeemed to be determined by the Paying Agent/Registrar by
lot or other customary method, at a price equal to the principal amount thereof plus accrued interest
to the date of redemption, on December 1 in the years and principal amounts shown below:
Term Bonds Maturing
December 1, 2006
Redemption Date Redemption Amount
Term Bonds Maturing
December 1, 2015
Redemption Date Redemption Amount
Term Bonds Maturing
December 1, 2020
Redemption Date Redemption Amount
Term Bonds Maturing
December 1, 2024
Redemption Date Redemption Amount
The principal amount of the Term Bonds of a maturity required to be redeemed pursuant to the
operation of such mandatory redemption requirements may be reduced, at the option of the Issuer,
by the principal amount of the Term Bonds of such maturity which, prior to the date of the mailing
of notice of such mandatory redemption, (i) shall have been acquired by the Issuer and delivered
to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the Issuer, or (iii) shall have been redeemed pursuant to
the optional redemption provisions described in the preceding paragraph and not theretofore
credited against a mandatory redemption requirement.
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-3
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any
such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared
on the Registration Books maintained by the Paying Agent/Registrar on the day such notice of
redemption is mailed. By the date fixed for any such redemption, due provision shall be made
with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds
or portions thereof which are to be so redeemed. If such written notice of redemption is mailed
and if due provision for such payment is made, all as provided above, the Bonds or portions
thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to
their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and
they shall not be regarded as being outstanding except for the right of the Registered Owner to
receive the redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in any Authorized Denomination at the written
request of the Registered Owner, and in an aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation,
at the expense of the Issuer, all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of $100,000 and any integral multiple of $5,000 in excess
of $100,000 (an "Authorized Denomination"). As provided in the Bond Ordinance, this Bond, or
any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or
assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of
fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner,
assignee or assignees, as the case may be, having the same denomination or denominations in an
Authorized Denomination as requested in writing by the appropriate Registered Owner, assignee
or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form
and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
of this Bond or any portion or portions hereof in an Authorized Denomination to the assignee or
assignees in whose name or names this Bond or any such portion or portions hereof is or are to be
registered. The form of Assignment printed or endorsed on this Bond may be executed by the
Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Bond or any portion or portions hereof from time to time by the Registered
Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for
transferring and exchanging any Bond or portion thereof shall be paid by the Issuer, but any taxes
or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer or exchange as a condition precedent to the exercise of such
privilege. The Paying Agent/Registrar shall not be required to make any such transfer or exchange
(i) during the period commencing with the close of business on any Record Date and ending with
the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-4
prior to its redemption date; provided, however, such limitation of transfer shall not be applicable
to an exchange by the Registered Owner of an unredeemed balance of a Bond called for
redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law; that this Bond is a
special obligation of the Issuer, and that the interest on and principal of this Bond, together with
all other outstanding "Parity Obligations" (as defined in the Ordinance), as such interest comes
due, and as such principal matures, are payable from and secured by a lien on and pledge of the
"Pledged Revenues", all as provided in the Ordinance. The Bonds are further secured by a Trust
Indenture and certain Pledged Funds held pursuant to the Indenture.
THE ISSUER also has reserved the right, subject to restrictions stated in the Ordinance,
to issue Additional Parity Obligations which also may be made payable from and equally and
ratably secured by a first lien on and pledge of, the Pledged Revenues in the same manner and to
the same extent as this series of Bonds.
THE ISSUER also has reserved the right, subject to restrictions stated in the Ordinance
to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or
in part, by a lien on and pledge of the Pledged Revenues (as defined in the Bond Ordinance),
subordinate and inferior in rank and dignity to the lien on and pledge of such Pledged Revenues
securing payment of the Bonds or any Additional Parity Obligations.
THE OWNER HEREOF shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation or any sources other than those specified in the
Ordinance and the Indenture.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the governing body of the Issuer and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each Registered Owner
hereof and the Issuer.
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-5
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer, and countersigned with the manual or facsimile
signature of the City Secretary of the Issuer and the official seal of the Issuer has been duly
impressed, or placed in facsimile, on this Bond.
Countersigned:
(facsimile signature) (facsimile signature)
City Secretary, City of Round Rock, Texas Mayor, City of Round Rock, Texas
(CITY SEAL)
RROCK/STADIUM: ORDIN.DRS 3/7/99
B-6
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL) Comptroller of Public Accounts
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-7
of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for
a bond or Bonds, or a portion of a bond or Bonds of a series which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State of Texas.
Date of Authentication:
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-8
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
/ /
(Assignee's Social Security or
Taxpayer Identification Number)
(Please print or typewrite Assignee's name and address,
including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration
Books with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
RROCK/STADIUM: ORDIN.DR5 3/7/99
B-9
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Limited Offering Memorandum referred to) below:
Appendix B
Table 1 - Historical Hotel Occupancy Tax Collections;
Table 2 - Condensed Statement of Operations; and
Table 3 - Debt Information.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 above.
RROCK/STADIUM: ORDINDR5 3/7/99
EXHIBIT D
BOND PURCHASE AGREEMENT
RROCK/STADIUM: ORDIN.DR5 3/7/99
HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 1999
(CONVENTION CENTER COMPLEX PROJECT)
BOND PURCHASE AGREEMENT
City Council
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Ladies and Gentlemen:
DRAFT
March 11, 1999
The undersigned, (the "Underwriter") hereby offers to enter into this Bond Purchase
Agreement (the "Agreement") with the City of Round Rock, Texas (the "Issuer"), which, upon
the execution of this Agreement by the Issuer as hereinafter provided, will become a binding
agreement between the Issuer and the Underwriter. This offer is made subject to its acceptance
by the Issuer on or before 9:00 p.m., Chicago time, on the date hereof.
1. Purchase and Sale of the Bonds. In reliance upon the representations, warranties
and agreements herein contained, but subject to the terms and conditions herein set forth, the
Underwriter agrees to purchase from the Issuer, and the Issuer agrees to sell to the Underwriter,
$8,540,000 principal amount of the Issuer's Hotel Occupancy Tax Revenue Bonds, Series 1999
(Convention Center Complex Project) (the "Bonds"), at a purchase price of $
(which reflects an underwriting discount of $ ) at the rates of interest as set forth
in Exhibit I attached hereto. Delivered to the Issuer as a good faith deposit is a corporate check
payable to the order of the Issuer in the amount of one percent of the principle amount of the
Bonds. In the event you accept this offer, such check shall be held uncashed by you until the time
of Closing, at which time such check shall be returned uncashed to the Underwriter. In the event
that the Issuer does not accept this Agreement, such check will be immediately returned to the
Underwriter. Should the Issuer fail to deliver the Bonds at Closing, or should the Issuer be unable
to satisfy the conditions of the obligations of the Underwriter to purchase, accept delivery of and
pay for the Bonds, as set forth in this Agreement (unless waived by the Underwriter), or should
such obligations of the Underwriter be terminated for any reason permitted by this Agreement,
such check shall immediately be returned to the Underwriter. In the event that the Underwriter
fails (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the
Bonds at the Closing as herein provided, such check shall be cashed and the amount thereof
retained by this Issuer as and for fully liquidated damages for such failure of the Underwriter,
D0133088.WPD 3 DRD
and, except as set forth in Sections 9 and 11 hereof, no party shall have any further rights against
the other hereunder. The Underwriter and the Issuer understand that in such event the Issuer's
actual damages may be greater or may be less than such amount. Accordingly, the Underwriter
hereby waives any right to claim that the Issuer's actual damages are less than such amount, and
the Issuer's acceptance of this offer shall constitute a waiver of any right the Issuer may have to
additional damages from the Underwriter. The Bonds shall be as described in, and shall be issued
and secured under the terms of the bond ordinance to be adopted by the City Council of the Issuer
on March 11, 1999 (the "Bond Ordinance") and a Trust Indenture dated as of March 15, 1999 (the
"Trust Indenture") from the Issuer to Chase Bank of Texas, National Association, as trustee (the
"Trustee"). Terms not otherwise defined herein shall have the same meaning as set forth in the
Bond Ordinance or the Trust Indenture.
2. Representations, Warranties and Covenants of the Issuer. The Issuer represents,
warrants and covenants to the Underwriter that:
(a) Promptly after the Issuer' s acceptance hereof, the Issuer will deliver to the
Underwriter the Limited Offering Memorandum executed by the Issuer as indicated
thereon, in substantially the form of the Preliminary Limited Offering memorandum, dated
February 25, 1999 (the "Preliminary Limited Offering Memorandum"), with such changes
as shall reflect the details of the sale of the Bonds (said Limited Offering Memorandum,
including any Exhibits and Appendices thereto, being referred to herein as the "Limited
Offering Memorandum"). The Issuer hereby authorizes the Limited Offering
Memorandum and the information contained therein to be used in connection with the offer
and sale of the Bonds by the Underwriter. The Issuer hereby confirms (i) that it has
authorized the distribution of the Preliminary Limited Offering Memorandum and (ii) that
the Preliminary Limited Offering Memorandum was deemed by the Issuer to be final as
of its date for purposes of Rule 15c2-12 (the "Rule") under the Securities Exchange Act
of 1934 except for the omission of no more than the information described in Section
(b)(1) of the Rule. The Issuer represents that it is in compliance with each and every
undertaking previously entered into by it pursuant to the Rule.
(b) At the time of delivery to the Underwriter, the Preliminary Limited
Offering Memorandum was, and the Limited Offering Memorandum shall be and at the
Closing Date will be, accurate in all material respects and the Preliminary Limited
Offering Memorandum did not and the Limited Offering Memorandum shall not and will
not, as of such dates, include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the
circumstances under which they are or were made, not misleading. If the Limited
Offering Memorandum is amended or supplemented pursuant to Section 4(a) hereof, at the
time of each amendment or supplement thereto, and at the Closing Date, the Limited
Offering Memorandum as amended or supplemented will be accurate in all material
respects, and such Limited Offering Memorandum will not, as of such dates, include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements made therein, in the light of the circumstances under which they were made,
2
not misleading. The representations made pursuant to this paragraph (b) are not made
with respect to information contained under the headings "BOND INFORMATION --
Book-Entry-Only System," "TAX MATTERS, " "OTHER INFORMATION -- Ratings, "
"OTHER INFORMATION -- Underwriting," "OTHER INFORMATION -- Financial
Advisor" "Other Information - Certain Relationships" or Appendix "C. "
We have reviewed Appendix "C" to the Limited Offering Memorandum and while
we are not experts in the field and have relied on the Report contained in Appendix "C" prepared
by Economics Research Associates, in the course of our review of such Report nothing has come
to our attention that such contains an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in light of the circumstances under which
they were made not misleading.
(c) The Issuer has full authority pursuant to the laws and the Constitution of
the State of Texas (the "Laws") and particularly Chapter 351, Texas Tax Code, as
amended, Article 1269j-4.1, Vernon's Annotated Texas Annotated Statutes, as amended
(the "Act"), to: (1) enter into this Agreement; (2) issue and sell the Bonds as provided in
the Bond Ordinance and this Agreement; (3) enter into the Trust Indenture in connection
with the issuance of the Bonds; (4) apply the proceeds of the Bonds as described in the
Limited Offering Memorandum; and (5) perform its obligations under and as contemplated
in this Agreement, the Bond Ordinance, the Trust Indenture and the Bonds.
(d) The Issuer is duly organized and existing under the Laws.
(e) The Bonds, the Bond Ordinance and the Trust Indenture conform to the
descriptions thereof contained in the Limited Offering Memorandum, and any amendment
or supplement thereto, and the Bonds, when delivered to and paid for by the Underwriter,
will have been duly authorized, executed, issued, authenticated and delivered and will
constitute legal, valid and binding special obligations of the Issuer payable from the
Pledged Revenues and Pledged Funds enforceable in accordance with their terms (except
as may be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally and by equitable principles, whether
considered at law or in equity).
(f) This Agreement is, and this Agreement shall be at the time of the Closing
Date, the legal, valid and binding obligation of the Issuer enforceable in accordance with
its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors' rights generally and by equitable principles,
whether considered at law or in equity).
(g) The execution, delivery and performance of this Agreement, the Trust
Indenture and the Bonds, the adoption and performance of the Bond Ordinance and
compliance with the provisions hereof and thereof will not conflict with or result in a
3
violation of the Act, the laws of the State of Texas, or the resolutions or ordinances of the
Issuer, including any restrictions or conditions on the debt -issuing power of the Issuer, and
will not conflict with or result in a violation of, or breach of, or constitute a default under,
any law or administrative regulation or any of the terms, conditions or provisions of any
judgment, decree, loan agreement, note, resolution, ordinance, indenture, mortgage, deed
of trust or other agreement or instrument to which the Issuer is a party or by which it is
bound.
(h) No action, suit, inquiry, investigation or other proceeding is pending or,
to the knowledge of the Issuer, threatened against or affecting the Issuer in or before any
court, governmental agency, or other body or arbitrator in any way affecting the existence
of the Issuer or the title of any official of the Issuer to his office or which would affect the
validity of or enforceability of this Agreement, the Bond Ordinance, the Trust Indenture,
or the Bonds, or seeking to restrain or enjoin the issuance, sale or delivery of the Bonds,
or in any way contesting or affecting the validity or enforceability of this Agreement, the
Bond Ordinance, the Trust Indenture or the Bonds, or contesting in any way the
completeness or accuracy of the Preliminary Limited Offering Memorandum or the
Limited Offering Memorandum or the powers of the Issuer with respect to this Agreement,
the Bond Ordinance, the Trust Indenture, or the Bonds, or the exemption of interest on the
Bonds from Federal income taxation.
(i) The Issuer is not in breach of or in default under any existing law, court or
administrative regulation, decree or order, ordinance, resolution, agreement, indenture,
mortgage, lease, sublease or other instrument to which the Issuer is a party or by which
the Issuer or its property is or may be bound, and no event has occurred or is continuing
that, with the passage of time or the giving of notice, or both, would constitute a default
or an event of default thereunder, in either case, in any manner or to any extent that could
have a material adverse effect on the financial condition of the Issuer, the operations of the
Issuer or the transactions contemplated by this Agreement and the Limited Offering
Memorandum, or have an adverse effect on the validity or enforceability in accordance
with the respective terms of the Bonds, this Agreement, the Bond Ordinance or the Trust
Indenture or in any way adversely affect the existence or powers of the Issuer or the
excludability from gross income for federal income tax purposes of interest on the Bonds.
(j) The Issuer's audited financial statements as of and for the fiscal year ended
September 30, 1998, are a fair presentation of the financial position of the Issuer as of the
date indicated and the results of its operations and changes in its fund balances for the
periods specified. Since September 30, 1998, there has been no material adverse change
in the condition, financial or otherwise, of the Issuer from that set forth in the audited
financial statements as of and for the period ended that date, except as disclosed in the
Limited Offering Memorandum; and the Issuer has not since September 30, 1998, incurred
any material liabilities, directly or indirectly, except in the ordinary course of its
operations or as disclosed in the Limited Offering Memorandum.
4
(k) By its various proceedings, including the adoption of the Bond Ordinance,
the Issuer has (or will have) duly authorized the execution, delivery and due performance
of this Agreement, the Trust Indenture and the Bonds, and the taking of any action as may
be required on the part of the Issuer to consummate the transactions contemplated herein
and in the Limited Offering Memorandum and, except as may be required under the
securities laws of any state, there is no consent, approval, authorization or other order of,
filing with, registration with, or certification by, any regulatory agency having jurisdiction
over the Issuer and no election or referendum of or by any person, organization or public
body whatsoever required in connection with any of the foregoing actions; there are no
provisions of the Laws or the Act which would allow as of the date hereof or any date
subsequent hereto any public vote or referendum the results of which would invalidate the
Bond Ordinance or invalidate, limit or condition the obligations of the Issuer undertaken
hereunder or in connection with the transactions contemplated hereby.
(1) There is no public vote or referendum pending, proposed or concluded, the
results of which would in any way adversely affect the transactions contemplated by, or
the validity or enforceability of, the Bonds, this Agreement, the Bond Ordinance or the
Trust Indenture or which would adversely affect the exemption of interest on the Bonds
from Federal income taxation.
(m) Any certificate signed by the Mayor, Director of Finance, City Secretary,
City Manager or City Attorney of the Issuer, and delivered to the Underwriter, shall be
deemed a representation and warranty by the Issuer to the Underwriter as to the truth of
those statements made by the Issuer therein.
(n) The Issuer has not been notified of any listing or proposed listing of it by
the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be
relied upon.
(o) The Issuer shall cooperate in the qualification or registration of the Bonds
for sale in the various states, as necessary, according to any applicable "blue-sky" laws
or regulations; provided, however, the Issuer shall not be required to consent to the
service of process in any jurisdiction other than Texas.
3. Delivery of the Bonds. At 10:00 a.m., Chicago time, on March 23, 1999, or on
such other date as shall be agreed upon by the Issuer and the Purchaser (the "Closing Date"), the
Issuer will deliver the Bonds to the Underwriter in definitive typewritten form, bearing CUSIP
numbers, duly executed and authenticated, at The Depository Trust Company in New York, New
York, or deposited with the Paying Agent/Registrar if the Bonds are to be held in safekeeping for
DTC by the Paying Agent/Registrar pursuant to DTC's FAST System and will deliver to the
Underwriter the other documents herein mentioned at the office of McCall, Parkhurst & Horton
L.L.P., in Austin, Texas or at such other place as shall be agreed upon by the Underwriter and
5
the Issuer. The Underwriter will accept such delivery and pay the purchase price of the Bonds
by Federal or other immediately available funds, to the order of the Issuer.
4. Additional Covenants of the Issuer.
(a) The Issuer will not amend or supplement the Limited Offering
Memorandum without discussion of any such amendment or supplement with the
Underwriter. The parties hereto will advise each other promptly of the institution of any
proceedings by any governmental agency or otherwise affecting the use of the Limited
Offering Memorandum in connection with the offer and the sale of the Bonds.
(b) If at any time during the period when the Underwriter is required by the
Rule to deliver a Limited Offering Memorandum to a customer upon request, any event
occurs as a result of which the Limited Offering Memorandum as then amended or
supplemented would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading, the parties hereto will
cooperate with each other in the prompt preparation of an amendment or supplement which
will correct such statement or omission, the costs of such amendment or supplement to be
borne by the Issuer.
(c) The Issuer will furnish or cause to be furnished to the Underwriter (i)
copies of the Limited Offering Memorandum within seven business days of the date hereof
and in sufficient time to accompany any confirmation requesting payment from a customer,
and (ii) copies of all amendments and supplements to the Limited Offering Memorandum
as soon as available, in each case in such quantities as the Underwriter may reasonably
request.
(d) The Issuer will comply with the Undertaking and all provisions of the Rule
applicable to it.
5. Conditions of the Obligations of the Underwriter. The obligations of the
Underwriter to purchase and pay for the Bonds are subject to the accuracy, completeness and
correctness on the date hereof and at all times hereafter up to and including the Closing Date of
the representations, warranties and covenants on the part of the Issuer herein, to the performance
by the Issuer of its obligations hereunder and to the following additional conditions precedent:
(a) The Bond Ordinance shall have been duly adopted by the Issuer and the
Bonds, this Agreement, the Trust Indenture and the Limited Offering Memorandum shall
have been duly authorized and executed by the Issuer, all necessary action of the Issuer
relating to this Agreement, the Trust Indenture, the Bonds, the Bond Ordinance and the
Limited Offering Memorandum shall be in full force and effect and shall not have been
amended, modified or supplemented; this Agreement, the Trust Indenture, the Bond
6
Ordinance and the Limited Offering Memorandum shall be in full force and effect and
shall not have been amended, modified or supplemented, and there shall have been taken
in connection with the issuance of the Bonds and with the transactions contemplated hereby
and thereby all such actions as, in the opinion of Bond Counsel to the Issuer, are necessary
and appropriate.
Date:
(b) Subsequent to the date of this Agreement and on and prior to the Closing
(i) The marketability of the Bonds or the contemplated offering price
thereof shall not, in the opinion of the Underwriter, have been materially adversely
affected by an amendment to the Constitution of the United States of America or
the State of Texas or by any Federal or Texas legislation, pending or effective, or
by any decision of any Federal or Texas court or by any order, ruling or regulation
(final, temporary or proposed) of the Treasury Department of the United States of
America, the Internal Revenue Service or other Federal or Texas regulatory body,
affecting the status of the Issuer, its property or income, the Issuer's securities
(including the Bonds) or the interest thereon, or any tax exemption with respect to
the Issuer's securities (including the Bonds), or the interest thereon, granted or
authorized by the Internal Revenue Code of 1986 (the "Code").
(ii) No stop order, ruling, regulation or limited offering memorandum
by, or on behalf of, any governmental agency having jurisdiction shall have been
issued or made to the effect that the issuance, offering or sale of obligations of the
general character of the Bonds, or the issuance, offering or sale of the Bonds, as
contemplated hereby or by the Limited Offering Memorandum, is in violation or
would be in violation of any provision of Federal or Texas securities laws.
(iii) No legislation shall have been enacted by the Congress of the United
States of America and no decision by a court of the United States of America shall
have been rendered to the effect that obligations of the general character of the
Bonds, or the Bond Ordinance, or the Bonds, are not exempt from registration or
qualification under the Federal securities laws or other similar laws.
(iv) No additional material restrictions not in force as of the date hereof
shall have been imposed upon the trading in securities generally by any
governmental issuer or by any national securities exchange.
(v) No rating of any of the Issuer's general obligation or revenue
securities (including the Bonds) shall have been downgraded by a national rating
service, the effect of which, in the opinion of the Underwriter, is to materially
adversely affect the market price of the Bonds.
7
(vi) None of the following events shall have occurred: (A) the
engagement by the United States of America in hostilities which have resulted in
a declaration of war or national emergency, or the occurrence of any other
outbreak of hostilities or national or international calamity or crisis, financial or
otherwise, the effect of such outbreak, calamity or crisis on the financial markets
of the United States of America being such as, in the opinion of the Underwriter,
would materially adversely affect the ability of the Underwriter to market the
Bonds; (B) a general suspension of trading on the New York Stock Exchange or
the American Stock Exchange; (C) the establishment of limited or minimum prices
on such exchanges; (D) the declaration of a banking moratorium either by Federal,
New York State or Texas authorities; or (E) an event described in Section 4(b)
shall have occurred which, in the opinion of the Underwriter, requires an
amendment or supplement to the Limited Offering Memorandum.
(c) At the Closing Date, no litigation shall be threatened or pending in any
court, nor any referendum or public vote shall be threatened or pending, nor any
proceeding before or by any governmental agency, the Issuer, or other body or arbitrator
shall be threatened or pending: (i) seeking to restrain or enjoin the issuance, sale or
delivery of any of the Bonds or the payment, collection or application of the proceeds
thereof or payments of moneys or property pledged or to be pledged under the Bond
Ordinance; (ii) in any way questioning or affecting the validity of the Bonds or any
provisions of this Agreement, the Trust Indenture, the Bond Ordinance, or any
proceedings taken by the Issuer or the Underwriter with respect to any of the foregoing;
(iii) questioning the Issuer's creation, organization or existence of the titles to office of any
of its officers which would affect the validity or enforceability of this Agreement, the
Trust Indenture, the Bond Ordinance or the Bonds, or its power to engage in any of the
transactions contemplated by this Agreement or the Bond Ordinance; or (iv) questioning
the exemption of interest on the Bonds from Federal income taxation.
(d) The Underwriter shall have received a certificate dated the Closing Date,
signed by the Mayor and City Secretary of the Issuer in which such officials state that:
(i) The representations, warranties and covenants of the Issuer in this
Agreement are true and correct on and as of the Closing Date and the Issuer has
complied with all covenants and agreements and satisfied all conditions and terms
on its part to be performed or satisfied at or prior to the Closing Date.
(ii) The Limited Offering Memorandum, including any amendment or
supplement thereto, does not contain any untrue statement of a material fact or
omit to state a material fact which should be included therein for the purposes for
which such Limited Offering Memorandum is intended to be used, or which is
necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading (except that no
8
statement shall be made with respect to information contained therein under the
headings "BOND INFORMATION -- Book -Entry -Only System," "TAX
MATTERS, " "OTHER INFORMATION -- Ratings, " "OTHER INFORMATION
-- Underwriting" or "OTHER INFORMATION -- Financial Advisor. "
(iii) No action, suit, inquiry, investigation or other proceeding is pending
or, to the knowledge of such officials, threatened in or before any court,
governmental agency, board, body or arbitrator in any way affecting the existence
of the Issuer or the title of any official of the Issuer to his office which would
affect the validity or enforceability of this Agreement, the Bond Ordinance, the
Trust Indenture or the Bonds, or seeking to restrain or to enjoin the issuance, sale
or delivery of the Bonds, or in any way contesting or affecting the validity or
enforceability of this Agreement, the Bond Ordinance, the Trust Indenture or the
Bonds, or contesting in any way the completeness or accuracy of the Limited
Offering Memorandum, or the powers of the Issuer with respect to this Agreement,
the Bond Ordinance, the Trust Indenture or the Bonds or the exemption of interest
on the Bonds from Federal income taxation.
(e)
The Underwriter shall have received as of the Closing Date:
(i) The Limited Offering Memorandum, together with any amendments
or supplements, executed on behalf of the Issuer by the Mayor and attested by its
City Secretary.
(ii) The Bond Ordinance certified as having been duly adopted by the
City Council of the Issuer.
(iii) The Trust Indenture fully executed by the parties thereto
(iv) A counterpart original of a transcript of all proceedings relating to
the authorization and issuance of the Bonds.
(v) a letter from Economic Research Associates consenting to the use
of the Financial Forecast Hotel Occupancy Gross Revenues in the Limited Offering
Memorandum.
(vi) Consent of auditors to the use of the audit in the Limited Offering
Memorandum.
(vii) [Reserved] .
(viii) The approving opinion, dated the Closing Date, (with a reliance
letter to the Underwriter), of Bond Counsel, McCall, Parkhurst & Horton L.L.P.,
Austin, Texas, in substantially the form attached as Exhibit A to this Agreement.
(ix) An opinion of the City Attorney dated the Closing Date, addressed
to the Underwriter, the Issuer and Bond Counsel of the Counsel of the Issuer, in
substantially the form attached as Exhibit B to this Agreement.
(x) An opinion, dated the Closing Date, addressed to the Underwriter,
of Counsel to the Underwriter, Ross & Hardies, Chicago, Illinois, to the effect that
(A) the Bonds are exempt from registration pursuant to the Securities Act of 1933,
as amended, and the Indenture is exempt from qualification under the Trust
Indenture Act of 1939, as amended (B) nothing has come to their attention which
would lead them to believe that the Limited Offering Memorandum and the
Appendices hereto (excluding any information under the captions "BOND
INFORMATION -- Book -Entry -Only System," "TAX MATTERS," "OTHER
INFORMATION -- Financial Advisors" and Appendices A, B, C and F thereto
and other financial and statistical data contained in the Limited Offering
Memorandum, including the Appendices, and the description of DTC, as to which
no view is expressed), contains an untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading, in
substantially the form attached as Exhibit C to this Agreement.
(xi) A supplemental opinion, dated the Closing Date, addressed to the
Underwriter, of Bond Counsel, McCall, Parkhurst & Horton L.L.P., Austin,
Texas, stating that the Bonds are exempt securities that do not require registration
under the Securities Act of 1993, as amended, and the Indenture need not be
qualified under the Trust Indenture Act of 1939, as amended; and an opinion or
opinions of Bond Counsel, dated the date of the Closing and addressed to the
Underwriter and to the City, stating that the statements and information contained
in the Limited Offering Memorandum under the headings "BOND
INFORMATION, (other than information under the subscription "Book -Entry -
Only System" and the second paragraph under "Trustee/Paying Agent/Registrar,"
"TAX MATTERS," "Continuing Disclosure of Information and (other than
information under the Subscription "Availability Information from NMSIRS and
SID" and "Compliance with prior undertakings," fairly and accurately summarize
the matters purported to be summarized therein in substantially the form attached
as Exhibit D to this Agreement.
(xii) Such additional certificates, proceedings, opinions, instruments,
legal opinions and other documents as the Underwriter may reasonably request in
connection with the transactions contemplated by this Agreement.
10
If any of the conditions specified in this Section shall not have been fulfilled when and as
required by this Agreement, or if any of the opinions, instruments, documents, proceedings or
certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Underwriter, this Agreement and all
obligations of the Underwriter hereunder may be cancelled by the Underwriter at, or at any time
prior to, the Closing Date. Notice of such cancellation shall be given to the Issuer in writing, or
by telegraph or facsimile transmission confirmed in writing.
6. Certain Costs and Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Issuer shall
pay, all expenses incident to the performance of the Issuer's obligations hereunder,
including but not limited to: (i) the cost of the preparation and printing of the Bond
Ordinance and, in accordance with Section 4(c) hereof, the Limited Offering Memorandum
in preliminary and final form (including any amendments or supplements thereto); (ii) the
cost of the preparation, printing and delivery to the Underwriter of the Bonds (including
any temporary Bonds); (iii) the fees and disbursements of McCall, Parkhurst & Horton
L.L.P., Austin, Texas, Bond Counsel to the Issuer; the Issuer's accountants and financial
advisors; and of any other experts or consultants retained in connection with the issuance
and sale of the Bonds; (iv) the cost of insuring and/or rating of the Bonds; (v) all
reasonable expenses of preparing, printing, issuing and delivering the Indenture, and this
Agreement and any related notice, publication, filing or recording; (vi) the reasonable fees
and expenses of the counsel for the Issuer, (vii) the reasonable fees and expenses of the
Trustee and its counsel, if any; and (viii) all other reasonable expenses and costs of the
Issuer incident to the performance of its obligations in connection with the authorization,
issuance, sale and distribution of the Bonds.
If the Issuer does not sell the Bonds for any reason other than a default by the
Underwriter, the Issuer agrees to pay on demand all reasonable expenses described in the
preceding paragraph and will reimburse the Underwriter on demand for all reasonable out-
of-pocket expenses incurred by it in connection with the proposed sale of the Bonds.
(b) The Underwriter shall pay (i) the reasonable fees and expenses of the
counsel to the Underwriter; (ii) the out-of-pocket reasonable expenses of the Underwriter,
including its travel cost; (iii) the reasonable costs associated with DTC; (iv) the Texas
MAC Fee; (v) Day Loan, if any; (vi) the reasonable costs associated with MSRB; (vii) the
reasonable costs associated with PSA; and (viii) the reasonable costs associated with
DalNet.
7. Indemnification and Contribution.
(a) To the extent authorized by , the Issuer agrees to indemnify and hold
harmless the Underwriter and its members, directors, officers and employees and each person who
11
controls the Underwriter within the meaning of Section 15 of the Securities Act (any such person
being herein sometimes called an "Indemnified Party"), against all losses, claims, damages or
liabilities, joint or several, to which such Indemnified Party may become subject under any statute
or at law or in equity or otherwise, and will reimburse any such Indemnified Party for any legal
or other expenses reasonably incurred by it in connection with investigating any claims against
it and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon (1) an allegation or determination that the Bonds or the obligations of the
Issuer under the Trust Indenture should have been registered under the Securities Act or the
Indenture should have been qualified under the Trust Indenture Act; or (2) any untrue statement,
or alleged untrue statement, of a material fact contained under the Headings, "Convention Center
Complex Project," "Hotel Tax," "Financial Information," and "Appendix A" of the Preliminary
Limited Offering Memorandum or the Limited Offering Memorandum or any amendment or
supplement thereto or the omission or alleged omission to state in them a material fact necessary
to make the statements in them not misleading. The Issuer shall not be liable under this paragraph
if the person asserting any such loss, claim, damage or liability purchased Bonds after solicitation
by the Underwriter, if delivery to such person of the Limited Offering Memorandum or any
amendment of or supplement to the Limited Offering Memorandum would have been a valid
defense to the action from which such loss, claim, damage or liability arose and if the Limited
Offering Memorandum, amendment or supplement was not delivered to such person by or on
behalf of the Underwriter. This indemnity agreement will not limit any other liability the Issuer
may otherwise have to any Indemnified Party.
The Underwriter agrees to indemnify and hold harmless the Issuer, the City Council, and its
agents, but only with reference to information under the subscription "Underwriting" and "Certain
Relationships" under the option "Other Information" in the Limited Offering Memorandum to the
same extent of the Indemnity from the Issuer to the Underwriter. An Indemnified Party will,
promptly after receiving notice of the commencement of any action against such Indemnified Party
in respect of which indemnification may be sought against the Issuer, notify the Issuer in writing
of the commencement of the action. Failure of the Indemnified Party to give such notice will not
relieve the Issuer from any liability which they may have to any Indemnified Party except to the
extent that the Issuer was prejudiced by such failure to notify. If such action is brought against
an Indemnified Party and such Indemnified Party notifies the Issuer of its commencement, the
Issuer may, or if so requested by the Indemnified Party shall, participate in it or assume its
defense, with counsel reasonably satisfactory to the Indemnified Party, and, except as provided
below, after notice from the Issuer to the Indemnified Party of an election to assume the defense,
the Issuer will not be liable to the Indemnified Party under this Section for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the defense other
than reasonable costs of investigation. Until the Issuer assumes the defense of any such action at
the request of the Indemnified Party, the Issuer may participate at its own expense in the defense
of the action. If the Issuer does not employ counsel to have charge of the defense or if any
Indemnified Party reasonably concludes that there may be defenses available to it or them which
are different from or in addition to those available to the Issuer or if the indemnified Parties and
the Issuer have conflicting interests which would make it inappropriate for the same counsel to
12
represent both of them (in which case the Issuer will not have the right to direct the defense of
such action of behalf of such Indemnified Party), legal and other expenses incurred by such
Indemnified Party will be paid by the Issuer (it being understood, however, that the Issuer shall
not be liable for the expenses of more than one separate counsel in addition to local counsel),
approved by the Underwriter representing al Indemnified Parties having different or additional
defenses or potential conflicting interests among themselves who are parties to such action). Any
obligation under this Section of the Issuer to reimburse an Indemnified Party for expenses includes
the obligation to make advances to the Indemnified Party to cover such expenses in reasonable
amounts and at reasonable periodic intervals not more than monthly as requested by the
Indemnified Party.
(b) In order to provide for just an equitable contribution in circumstances in which the
indemnification provided for in this Section is due in accordance with its terms but is for any
reason held by a court to be unavailable from the Issuer on grounds of policy or otherwise, the
Issuer and the Underwriter shall contribute to the total losses, claims, damages and liabilities
(including legal or other expenses of investigation or defense) to which they may be subject in
such proportion as is appropriate to reflect the relative fault of the Issuer on the one hand and the
Underwriter on the other in connection with the failure to register or quality certain instruments
in Section 7(a)(i) or in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The relative
fault of the Issuer on the one hand and of the Underwriter on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the
Issuer or by the Underwriter and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages and liabilities referred to above shall be deemed
to include any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.
(c) The Issuer and the Underwriter agree that it would not be just and equitable if contribution
pursuant to this Section were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately proceeding paragraph. Notwithstanding the provisions of this Section 7, the
Underwriter shall not be required to contribute any amount in excess of the amount by which the
total price at which the Bonds which are the subject of the action and which were distributed to
the public through it pursuant to this Agreement exceeds the amount of any damages which the
Underwriter has otherwise been required to pay (other than legal fees or other costs of defense)
by reason of such untrue or alleged untrue statement or omission or alleged omission pursuant to
this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section
11 (f) of the Securities act) shall be entitled to contribution from any person who is not guilty of
such fraudulent misrepresentation.
13
(d) The indemnification and contribution agreements of all parties to this Agreement contained
in this Section shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of the Underwriter, by or on behalf of any person controlling
the Underwriter, by or on behalf of the Issuer, (ii) any termination of this Agreement or (iii) the
purchase and sale of the Bonds).
(e) For purposes of this Section, each person who controls the Underwriter within the meaning
of Section 15 of the Securities Act shall have the same rights as the Underwriter. Any party
entitled to contribution shall, promptly after receipt of notice of commencement of any action, suit
or proceeding against such party in respect of which a claim for contribution may be made against
another party or parities under paragraph (c), notify such party or parties from whom contribution
may be sought, but the omission so to notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any obligation it or they may have hereunder
(except to the extent such party was prejudiced by the failure to notify) or otherwise than under
paragraph (c).
8. Consents. At the request of the parties hereto, McCall, Parkhurst & Horton
L.L.P., Austin, Texas will act as Bond Counsel to the Issuer. At the request of the parties hereto,
Ross & Hardies, Chicago, Illinois will act as Counsel passing upon certain matters for the
Underwriter in connection with the issuance of the Bonds. The Issuer and the Underwriter hereby
expressly consent to the performance by McCall, Parkhurst & Horton L.L.P., Austin, Texas and
Ross & Hardies, Chicago, Illinois of such roles.
9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas, including, without limitation, those laws applicable to
contracts made and to be performed in that state.
10. Survival of Certain Representations and Obligations. The respective agreements,
representations, warranties and other statements of the Issuer and its officers and of the
Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation or statement as to the results thereof made by or on behalf of the
Underwriter, the Issuer or any of their officers or controlling persons and will survive delivery
of and payment for the Bonds.
11. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors, officers and controlling persons, and no other
person will have any right or obligation hereunder.
12. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
13. Notice. All communications hereunder will be in writing and mailed, delivered or
telegraphed and confirmed and addressed as follows:
14
(a) if to the Underwriter:
Mesirow Financial, Inc.
350 North Clark
Chicago, Illinois 60610
Attention: Public Finance
15
(b) if to the Issuer:
City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Facsimile: 512/218-5542
Attention: David Kautz 512/218-5430
14. Effective Date. This Agreement shall become effective upon the execution of the
acceptance hereof by the Mayor of the Issuer and shall be valid and enforceable as of the time of
such acceptance.
ACCEPTED:
March 11, 1999
CITY OF ROUND ROCK, TEXAS
By:
Mayor
ATTEST:
By:
Its: City Secretary
MESIROW FINANCIAL, INC.
By:
Its Senior Vice President
16
EXHIBIT I
(THE BONDS)
Maturity Principal
December 1 Amount
Rate
Price or
Yield
2007 $285,000
2008 300,000
2009 315,000
2010 330,000
2011 345,000
$210,000 % Term Bond due December 1, 2006 - Yield %
$1,590,000 % Term Bond due December 1, 2015 - Yield %
$2,545,000 % Term Bond due December 1, 2020 - Yield %
$2,620,000 % Term Bond due December 1, 2024 - Yield %
(Accrued interest from March 15, 1999 to be added)
EXHIBIT B
[LETTER OF BROWN, MCCARROLL, SHEETS, AND CROSSFIELD]
Mesirow Financial, Inc. McCall, Parkhurst & Horton L.L.P.
Chicago, Illinois Austin, Texas
City of Round Rock, Texas
Ladies and Gentlemen:
We are counsel to the City of Round Rock, Texas (the "City"), and as such we have
considered, examined and reviewed all documents, information, materials, matters, records and
proceedings necessary for this opinion. This opinion is rendered pursuant to the Bond Purchase
Agreement, dated March 11, 1999, between Mesirow Financial, Inc., Chicago, Illinois, and the
City (the "Agreement"). All terms used herein shall have the meanings set forth in the
Agreement.
On March 11, 1999, the City Council of the City (the "City Council") adopted Ordinance
No. providing for the issuance of the Bonds (the "Bond Ordinance"), and we are of the
opinion that except for the Bond Ordinance, there are now no ordinances or resolutions of the City
or proceedings, rules or regulations of the City Council.
We are also of the opinion that the Bond Ordinance is in full force and effect, has not been
amended, revoked or rescinded and was adopted by the City Council in strict compliance with
state law (including posting under the meetings Act) the Charters and ordinances and
resolutions of the City.
It is our opinion that the issuance of the Bonds and the execution and delivery of the
Agreement and the Trust Indenture will not violate any provision of Texas law, or any resolution
or ordinance of the City, or any applicable judgment, order, rule or regulation of any court or of
any public or governmental agency or authority of the State of Texas, and will not conflict with,
or result in the breach of any of the provisions of, or constitute a default under, any indenture,
mortgage, deed of trust or other agreement or instrument to which the City is a party, or by which
it is bound.
There is no litigation or controversy pending or to my knowledge and belief, threatened
and there are no objections pending or to my knowledge and belief, threatened questioning or
affecting in any manner whatsoever the Bonds, the Bond Ordinance, the Agreement, the Trust
Indenture, the corporate existence of the City, the boundaries thereof, the power or right of the
B-1
City to levy taxes for its corporate purposes or to levy taxes on hotel occupancy, to issue the
Bonds, the title of any of the present officials of the City to their respective offices, the
proceedings incident to the issuance or sale of the Bonds or the issuance, sale or validity of the
Bonds.
The Pledged Revenues (as such term is defined in the Bond Ordinance) are free and clear
of all liens, charges or encumbrances whatever, except for the lien of the Trust Indenture.
To the best of our knowledge and belief, the statements contained in the Limited Offering
Memorandum under the captions "CITY ADMINISTRATION," and "OTHER INFORMATION
-- LITIGATION" insofar as the statements contained under such captions purport to summarize
the matters therein set forth, are true and accurate in all material respects (except for financial and
statistical data as to which we express no opinion).
Counsel to the City
B-2
EXHIBIT C
[LETTERHEAD OF ROSS & HARDIES]
, 1999
C-1
EXHIBIT E
INDENTURE
RROCK/STADIUM: ORDIN.DR5 3/7/99
TRUST INDENTURE
BETWEEN
CITY OF ROUND ROCK, TEXAS
AND
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
DATED AS OF MARCH 15,1999
TABLE OF CONTENTS Page
RECITAL 1
ARTICLE I. DEFINITIONS AND INTERPRETATIONS 1
Section 1.01. Definitions 1
Section 1.02. Recitals, Table of contents, Titles and Headings 2
Section 1.03. Interpretation 2
ARTICLE II. SECURITY FOR ALL PARITY OBLIGATIONS 2
Section 2.01. Granting Clauses 2
Section 2.02. Declaration 3
ARTICLE III. AUTHORIZATION OF PARITY OBLIGATIONS; GENERAL
TERMS AND PROVISIONS OF PARITY OBLIGATIONS 3
Section 3.01. Authorization of Parity Obligations 3
ARTICLE IV. FUNDS AND INVESTMENTS 4
Section 4.01. Creation of Funds 4
Section 4.02. Revenue Fund 4
Section 4.03. Debt Service Fund 5
Section 4.04. Reserve Fund 5
Section 4.05. Capital Repair Fund 7
Section 4.06. Capital Improvement Fund 8
Section 4.07. City Project Fund 8
Section 4.08. RSR Project Fund 8
Section 4.09. Flow of Funds 9
Section 4.10. Deficiencies - Excess Pledged Revenues 10
Section 4.11. Investment of Funds - Valuation - Transfer of Investment
Income, Security for Funds 10
ARTICLE V. COVENANTS OF THE CITY CONCERNING THE PARITY
OBLIGATIONS 11
Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Payment of Parity Obligations and Performance of
Obligations 11
Recordation and Execution of Security Instruments 11
Title; Encumbrances of Pledged Revenues 11
Pledged Revenues Not Encumbered 12
ARTICLE VI. DEFAULT AND REMEDIES 12
Section 6.01. Events of Default 12
Section 6.02. Notices 12
Section 6.03. Notice of Default 12
Section 6.04. Remedies in General 12
Section 6.05. Appointment of Receivers 13
Section 6.06. Trustee May Act Without Possession of Parity Obligations 13
Section 6.07. Trustee as Attorney in Fact 13
Section 6.08. Remedies Not Exclusive 13
Section 6.09. Limitation on Suits 14
Section 6.10. Right of Owners of the Parity Obligations to Direct
Proceedings 14
Section 6.11. Restoration of Rights and Remedies 14
Section 6.12. Waiver of Stay or Extension Laws 15
Section 6.13. Delay or Omission Not Waiver 15
ARTICLE VII. DISCHARGE
15
Section 7.01. Discharge by Payment 15
ARTICLE VIII. THE TRUSTEE
15
Section 8.01. Acceptance of Trusts 15
Section 8.02. Reliance by Trustee 18
Section 8.03. Certificate of City as Proof 18
Section 8.04. Trustee May Own Parity Obligations 18
Section 8.05. Compensation of Trustee 19
Section 8.06. Removal of Trustee 19
Section 8.07. Resignation of Trustee 19
Section 8.08. Appointment of Successor Trustee 19
Section 8.09. Powers of Successor Trustee 20
Section 8.10. Merger, Conversion or Consolidation of Trustee 20
Section 8.11. Reports and Disbursements 20
ARTICLE IX. MODIFICATION OF INDENTURE 21
Section 9.01.
Section 9.02.
Section 9.03.
Supplemental Indentures Not Requiring Consent of
Owners of the Parity Obligations 21
Supplemental Indentures Requiring Consent of Owners
of the Parity Obligations 21
Consents 22
ARTICLE X. GENERAL PROVISIONS 22
Section 10
Section 10
Section 10
Section 10
Section 10
Section 10.
Section 10.
Section 10.
.01. Proof of Execution of Writings and Ownership 22
.02. Benefits of Indenture 22
.03. No Individual Liability 22
.04. Notice 23
.05. Governing Law 24
06. Severability 24
07. Successors and Assigns 24
08. Execution in Several Counterparts 24
Signatures and Seal 25
Exhibit A - Definitions
Exhibit B - Requisition
Exhibit C - Requisition
TRUST INDENTURE
THIS TRUST INDENTURE, dated as of the 15th day of March, 1999 (the "Indenture"),
is made by and ROUND ROCK, TEXAS, (the "City"), a home -rule municipality within the State
of Texas, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking
association having an office for payment in Austin, Texas (together with any successor trustee
hereunder, the "Trustee").
WITNESSETH:
WHEREAS, the City Council of the City has approved Ordinance No. entitled
"AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF "CITY OFROUND ROCK,
TEXAS HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 1999 (CONVENTION
CENTER COMPLEX PROJECT) "; APPROVING AND AUTHORIZING A PRIVATE
PLACEMENT MEMORANDUM AND THE DISTRIBUTION THEREOF; AUTHORIZING
THE EXECUTION OF A BOND PURCHASE AGREEMENT AND A PAYING
AGENT/REGISTRAR AGREEMENT; AND APPROVING AND AUTHORIZING ALL
OTHER INSTRUMENTS AND PROCEDURES RELATED THERETO"; and
WHEREAS, pursuant to the Ordinance, the City is authorized, subject to certain provisions
of the Ordinance, to issue one or more series of Parity Obligations for the purposes authorized
pursuant to Chapter 351 of the Texas Tax Code, as amended; and
WHEREAS, in order to further secure the Parity Obligations, the City has agreed to enter
into this Trust Indenture with the Trustee for the purpose of assigning and pledging to the Trustee
the Pledged Revenues and for the purpose of establishing the Debt Service Fund and certain other
funds to be held by the Trustee to secure the payment of principal of and interest on all Parity
Obligations issued from time to time; and
NOW, THEREFORE, in consideration of the premises, the acceptance by the Trustee of
the trusts hereby created, the purchase and acceptance of the Parity Obligations by the Owners
thereof, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the City and the Trustee do hereby mutually covenant and agree, for the equal and
proportionate benefit of the respective Owners from time to time of the Parity Obligations, as
follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.01. Definitions. Unless otherwise expressly provided or unless the context
clearly requires otherwise, the terms used in this Indenture shall have the meanings specified in
RROCK/STADIUM: TRUSTIN.DRS 3/8/99
Exhibit "A" for all purposes of this Indenture. Any term not otherwise defined herein has the
meaning given in the Ordinance.
SECTION 1.02. Recitals, Table of Contents, Titles and Headings. The terms and phrases
used in the recitals of this Indenture have been included for convenience of reference only and the
meaning, construction and interpretation of such words and phrases for purposes of this Indenture
shall be determined solely by reference to Section 1.01 hereof and the Ordinance. The table of
contents, titles and headings of the articles and sections of this Indenture have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in any way
modify or restrict any of the terms or provisions hereof and shall never be considered or given any
effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question
of intent should arise.
SECTION 1.03. Interpretation. Unless the context requires otherwise, words of the
masculine gender shall be construed to include correlative words of the feminine and neuter genders
and vice versa, and words of the singular number shall be construed to include correlative words of
the plural number and vice versa. This Indenture, and all the terms and provisions hereof shall be
liberally construed to effectuate the purposes set forth herein and to sustain the validity of this
Indenture and the Parity Obligations.
ARTICLE II
SECURITY FOR ALL PARITY OBLIGATIONS
SECTION 2.01. Granting Clauses. To secure the payment of the principal of, redemption
premium, if any, and interest on all Parity Obligations as the same are issued from time to time and
become due and payable, whether at maturity or by prior redemption, and the performance and
observance of all of the covenants and conditions herein contained, and in consideration of the
premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of
the Parity Obligations by the Owners thereof, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the City does hereby GRANT, BARGAIN,
CONVEY, ASSIGN and PLEDGE to the Trustee and its successors in trust hereunder, subject to
the provisions of this Indenture, all of the City's right, title and interest in and to the following
described properties and interests direct or indirect, whether now owned or hereafter acquired:
(a) The Pledged Revenues.
(b) The Pledged Funds.
(c) Any and all property of every kind and nature (including without limitation, cash,
obligations or securities) which may from time to time hereafter be conveyed, assigned,
hypothecated, endorsed, pledged, mortgaged, granted, or delivered to or deposited with, the Trustee
as additional security hereunder by the City, or anyone on behalf of the City, or which pursuant to
any of the provisions hereof may come into the possession or control of the Trustee as security
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
2
hereunder, or of a receiver lawfully appointed hereunder, all of which property the Trustee is
authorized to receive, hold and apply according to the terms hereof.
TO HAVE AND TO HOLD all the same, with all rights and privileges appurtenant thereto,
unto the Trustee and its successors in trust forever.
IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and
proportionate benefit and security of the Owners from time to time of the Parity Obligations secured
and to be secured hereunder, or any of them, without preference, priority or distinction as to lien or
otherwise of any Parity Obligation over any other Parity Obligation, except as otherwise expressly
provided in this Indenture.
PROVIDED, HOWEVER, that if the City, its successors or assigns, shall well and truly
pay, or cause to be paid, the principal of the Parity Obligations and the interest and redemption
premium, if any, due or to become due thereon, at the times and in the manner provided in the Parity
Obligations, and in the Ordinance according to the true intent and meaning thereof, and shall cause
the payments to be made into the funds maintained hereunder in the amounts required by this
Indenture and the Ordinance, or shall provide, as permitted hereby, for the payment thereof by
depositing with the Trustee or Paying Agent/Registrar the entire amount due or to become due
thereon, or an amount sufficient to provide for the payment thereof, and shall pay or cause to be paid
to the Trustee all sums of money due or to become due to it in accordance with the terms and
provisions hereof, then this Indenture and the rights and liens hereby granted shall cease, determine
and be void; otherwise this Indenture is to be and shall remain in full force and effect.
SECTION 2.02. Declaration. It is hereby expressly declared that all revenues, receipts,
moneys and other properties hereby pledged are to be dealt with and disposed of under, upon and
subject to the terms, conditions, covenants, agreements, uses and purposes set forth in this Indenture.
ARTICLE III
AUTHORIZATION OF PARITY OBLIGATIONS; GENERAL
TERMS AND PROVISIONS OF PARITY OBLIGATIONS
SECTION 3.01. Authorization of Parity Obligations. (a) The Parity Obligations may be
authorized from time to time by the City pursuant to a separate Supplemental Ordinance duly
adopted by the City Council of the City, which Supplemental Ordinance shall specify the dates,
denominations, principal amounts, interest rates, maturities, redemption provisions, whether a
reserve fund or other pledged funds are being utilized for that series of Parity Obligations, forms of
bonds, manner of payment, provision for execution and authentication, application of proceeds and
all other terms and provisions of the Parity Obligations not otherwise provided herein.
(b) At or prior to the issuance of each series of Parity Obligations pursuant to any
Supplemental Ordinance, the City shall provide to the Trustee the following:
(i) a certified copy of the Supplemental Ordinance;
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
3
(ii) the opinion of the City's bond counsel, with respect to such series of Parity
Obligations;
(iii) if such series of Parity Obligations are being issued to refund any previously
issued Parity Obligations, the identity, redemption date and redemption price of the Parity
Obligations to be refunded;
(iv) copies of the requirements specified in the Ordinance and any Supplemental
Ordinance relating to the issuance of Additional Parity Obligations; and
(v) the amount of the Required Reserve Amount and other funding requirements,
if any, as such may have been modified based upon the issuance of such Additional Parity
Obligations.
ARTICLE IV
FUNDS AND INVESTMENTS
SECTION 4.01. Creation of Funds. (a) There are hereby created the following funds with
respect to any Parity Obligations:
(i) Revenue Fund; and
(ii) Debt Service Fund.
(b) With respect to the Bonds authorized pursuant to the Ordinance, there are hereby created
the following additional funds:
(i) Reserve Fund;
(ii) City Project Fund;
(iii) RSR Project Fund;
(iv) Capital Repair Fund; and
(v) Capital Improvement Fund.
Each fund shall be maintained by the Trustee separate and apart from all other funds of the City.
The Pledged Funds shall constitute trust funds which shall be held in trust by the Trustee solely for
the benefit of the Owners of the Parity Obligations.
Section 4.02. Revenue Fund. On February 15th, May 15th, August 15th and November
15th of each year while the Parity Obligations are outstanding, commencing August 15, 2000, the
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
4
City shall deposit or cause to be deposited into the Revenue Fund the Pledged Revenues which shall
be applied and appropriated in accordance with Section 4.09 hereof.
SECTION 4.03. Debt Service Fund. Money in the Debt Service Fund shall be used to pay
the principal of a redemption premium, if any, and interest on the Parity Obligations as the same
become due and payable. Money in this fund is pledged to secure the equal and ratable payment of
all Parity Obligations. Accrued interest and capitalized interest, if any, received from the purchaser
of any Parity Obligation shall be taken into consideration and reduce the amount of the quarterly
deposits and credits required into the Debt Service Fund so provided in Section 4.09 of this
Indenture.
SECTION 4.04. Reserve Fund. (a) To accumulate and maintain a reserve for the payment
of the Bonds equal to the Average Annual Debt Service Requirements of the Bonds (calculated by
the City at the beginning of each Fiscal Year) (the "Required Reserve Amount"), the Reserve Fund
has been established and shall be maintained by the City. Upon delivery of the Bonds, the City shall
deposit one-half of the Required Reserve Amount from the proceeds of the Bonds. Thereafter, the
City shall make the Required Reserve Deposits to the Reserve Fund from Pledged Revenues in
accordance with Section 4.09 by making quarterly deposits and credits on or before each February
15th, May 15th, August 15th and November 15th in amounts equal to not less than 3/60th of the
Required Reserve Amount until the Required Reserve Amount is accumulated. Earnings and income
derived from the investment of amounts held for the credit of the Reserve Funds shall be retained
in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such
earnings and income shall be deposited to the credit of the Revenue Fund. As provided in Section
4.09, the City shall deposit and credit to the Reserve Fund amounts required to accumulate and
maintain the balance in the Reserve Fund in an amount equal to the Required Reserve Amount.
There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the
City. All funds, investments and Reserve Fund Obligations on deposit and credited to the Reserve
Funds shall be used solely for (i) the payment of the principal of and interest on the Bonds, when
and to the extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund
Obligation Payments and (iii) to retire the last Stated Maturity or Stated Maturities of principal or
interest on the Bonds.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the
Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required
Reserve Amount, the City covenants and agrees that the City shall cure the deficiency in the Reserve
Fund by resuming the Required Reserve Fund Deposits to such fund from the available Pledged
Revenues; provided, however, that no such deposits shall be made into the Reserve Fund until there
has been deposited into the Debt Service Fund the full amount required to be deposited therein by
the next following December 1 and June 1, as the case may be. In addition, in the event that a
portion of the Required Reserve Amount is represented by a Reserve Fund Obligation, the Required
Reserve Amount shall be restored as soon as possible from deposits of the available Pledged
Revenues on deposit in the Revenue Fund in accordance with Section 4.09, but subject to making
the full deposits and credits to the Debt Service Fund required to be made by the next following
December 1 and June 1, as the case may be. The City further covenants and agrees that, subject only
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
5
to the prior deposits and credits to be made to the Debt Service Fund, the Pledged Revenues shall
be applied and appropriated and used to establish and maintain the Required Reserve Amount,
including by paying Reserve Fund Obligation Payments when due, and any reserve established for
the benefit of any issue or series of Additional Parity Obligations and to cure any deficiency in such
amounts as required by the terms of the Bond Ordinance and any other Supplemental Ordinances
pertaining to the issuance of Additional Parity Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount or any cash
is replaced with a Reserve Fund Obligation pursuant to subsection (c) below, the City may, at its
option, withdraw all surplus funds in the Reserve Fund and deposit such surplus in the Debt Service
Fund or otherwise use such amount in any manner permitted by law.
(c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the Bonds may be used in lieu of depositing cash into the Reserve Fund. In
addition, a Reserve Fund Obligation may be substituted for monies and investments in the Reserve
Fund if the substitution of the Reserve Fund Obligation will not, in and of itself, cause any ratings
then assigned to the Bonds by any Rating Agency to be lowered and the ordinance authorizing the
substitution of the Reserve Fund Obligation for all or part of the Required Reserve Amount contains
a finding that such substitution is cost effective.
(d) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety
bond or insurance policy meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to the Trustee, as agent of the
Holders, by a company licensed to issue an insurance policy guaranteeing the timely
payment of debt service on the Parity Obligations (a "municipal bond insurer") if the claims
paying ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by S&P and
Moody's, or (ii) a surety bond or insurance policy issued to the Trustee, as agent of the
Holders, by an entity other than a municipal bond insurer, if the form and substance of such
instrument and the issuer thereof shall be approved in writing by each Bond Insurer of
record.
(2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any
claims or draws upon such Reserve Fund Obligation in accordance with its terms, including
expenses incurred in connection with such claims or draws, to the extent permitted by law,
(a Reserve Fund Obligation Payment) shall be made from the deposits made to the Reserve
Fund as provided in this Section and in Section 4.09. The Reserve Fund Obligation shall
provide for a revolving feature under which the amount available thereunder will be
reinstated to the extent of any reimbursement of draws or claims paid. If the revolving
feature is suspended or terminated for any reason, the right of the issuer of the Reserve Fund
Obligation to reimbursement will be subordinated to the cash replenishment of the Reserve
Fund to an amount equal to the difference between the full original amount available under
the Reserve Fund Obligation and the amount then available for further draws or claims. In
the event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of
a Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the claims
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
6
paying ability of the issuer of the insurance policy or surety bond falls below "AAA" or
"Aaa", by S&P and Moody's, respectively, the obligation to reimburse the issuer of the
Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve
Fund.
(3) In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the
issuer of the surety bond or insurance policy falls below "AAA" or "Aaa", by S&P and
Moody's, respectively, the City shall either (i) deposit into the Reserve Fund, in accordance
with this Section and Section 4.09, an amount sufficient to cause the cash or investments
credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace
such instrument with a surety bond or insurance policy meeting the requirements of 1 and
2 above, within six months of such occurrence. In the event (a) the rating of the claims -
paying ability of the issuer of the surety bond or insurance policy falls below "A" by S&P
and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults in its payment
obligations hereunder, or (c) the issuer of the Reserve Fund Obligation becomes insolvent,
the City shall either (i) deposit into the Reserve Fund, in accordance with this Section,
amounts sufficient to cause the cash or investments on deposit in the Reserve Fund to
accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety
bond or insurance policy meeting the requirements of 1 and 2 above within six months of
such occurrence.
(4) The Trustee shall ascertain the necessity for a claim or draw upon any Reserve
Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation in
accordance with its terms not later than three days (or such appropriate time period as will,
when combined with the timing of required payment under the Reserve Fund Obligation,
ensure payment under the Reserve Fund Obligation on or before the interest payment date)
prior to each date upon which the principal of or interest on the Parity Obligations will be
due.
SECTION 4.05. Capital Repair Fund. Money in the Capital Repair Fund may be used for
one or more of the following purposes:
(a) Paying Capital Repairs; and
(b) Paying the principal of, premium, if any, and interest on the Bonds upon Stated Maturity,
redemption or interest payment date when moneys in the special funds created solely for the payment
and security thereof are insufficient to make a required payment on the Bonds.
For purposes of providing an amount in the Capital Repair Fund sufficient to meet the
Capital Repair needs, the City agrees to cause to be deposited to the Capital Repair Fund, from
available Pledged Revenues commencing on the Commencement Date, quarterly deposits until a
total sum of $250,000 has accumulated. No further deposits need be made into the Capital Repair
Fund after there has accumulated in such fund $250,000. Whenever any money is disbursed from
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
7
the fund, quarterly deposits shall be resumed and continued so that the fund may be restored to
$250,000.
Disbursements from the Capital Repair Fund shall be made pursuant to a requisition
presented to the Trustee in substantially the form of Exhibit "B".
SECTION 4.06. Capital Improvement Fund. Money in the Capital Improvement Fund may
be used for one or more of the following purposes:
(a) Paying Capital Improvements; and
(b) Paying the principal of, premium, in any, and interest on the Bonds upon Stated
Maturity, redemption or interest payment date when money in the special funds created solely for
the payment and security thereof are insufficient to make a required payment on the Bonds.
For purposes of providing an amount in the Capital Fund sufficient to meet the Capital
Improvement needs, the City agrees to cause to be deposited to the Capital Fund, from available
Pledged Revenues commencing on the Business Day, nearest to the sixth year following the
Commencement Date, $100,000 annually until a total sum of $500,000 has accumulated. No further
deposits need be made into the Capital Fund after there has accumulated in such fund $500,000.
Whenever any money is disbursed from the fund, deposits of $100,000 annually shall be resumed
and continued so that the fund may be restored to $500,000.
Disbursements from the Capital Improvement Fund shall be made pursuant to a requisition
presented to the Trustee in substantially the form of Exhibit "B".
SECTION 4.07. City Project Fund. The Bond proceeds remaining after deposits to the Debt
Service Fund and Reserve Fund shall be deposited to the City Project Fund. Bond proceeds and
investment earnings on deposit in the City Project Fund shall be used for the following purposes:
(a) Paying the Costs of Issuance of the Bonds;
(b) Paying the Project Costs in connection with the Convention Center Complex including
any reimbursement to the City in connection with such costs; and
(c) Paying principal of, premium, if any, and interest on the Bonds upon Stated Maturity,
redemption or interest payment date when money in the special funds created solely for the payment
and security thereof are insufficient to make a required payment on the Bonds.
Disbursements from the City Project Fund shall be made pursuant to a requisition presented
to the Trustee in substantially the form of Exhibit "C".
SECTION 4.08. RSR Project Fund. The RSR Contribution which constitutes cash shall be
deposited to the RSR Project Fund prior to the City awarding a contract for the construction of the
Convention Center Complex and shall be used to pay costs of issuance of RSR related to the Bonds
RROCK/STADIUM: TRUSTIN.DRS 3/8/99
8
and the costs in connection with the Convention Center Complex. Disbursements from the RSR
Project Fund shall be disbursed by the City prior to disbursement of amounts on deposit in the City
Project Fund except the payment of Costs of Issuance which shall be disbursed from the City Project
Fund.
Additionally, the $100,000 shall be deposited by RSR into a subaccount of the RSR Project
Fund and shall be used to pay project change orders in connection with the Convention Center
Complex. Disbursements from this subaccount shall be made pursuant to a requisition presented to
the Trustee in substantially the form of Exhibit "C". Whenever any money is disbursed from such
subaccount RSR Shall, within five Business Days of such disbursement, make an additional deposit
with the Trustee in such subaccount in an amount sufficient to have $100,000 on deposit therein until
a Project Completion Certificate is presented by the City to the Trustee. Any money remaining in
the RSR Project Fund subaccount upon the filing of the Project Completion Certificate and the
payment by RSR of any amounts due and owing pursuant to the Lease Agreement or Master
Agreement shall be disbursed to RSR pursuant to a requisition in substantially the from of
Exhibit "C".
SECTION 4.09. Flow of Funds. All Pledged Revenues deposited to the Revenue Fund shall
be applied and appropriated to the extent required for the following uses and in the order of
precedence shown below. Each fund shall contain the amount required to be on deposit therein prior
to making any additional deposits to the funds set forth below:
FIRST: to the payment of the amounts required to be deposited in the Debt Service Fund for
the payment of principal of, premium, if any, and interest on the Parity Obligations as the same
become due and payable (whether at Stated Maturity or upon redemption). The Trustee shall deposit
into the Debt Service Fund an amount equal to 100% of the amount required to pay fully the next
scheduled interest and principal and redemption payments for the Parity Obligation, such payments
to be made in substantially equal quarterly installments on or before the 15th day of each February,
May, August and November.
SECOND: pro rata to the payment of the amounts required to be deposited to (a) the Reserve
Fund created by the Ordinance to accumulate and maintain the Required Reserve Amount and (b)
each other reserve fund created and established to maintain a reserve in accordance with the
provisions of the Supplemental Ordinance relating to the issuance of any Additional Parity
Obligations hereafter issued by the City.
THIRD: pro rata to the payment of the amounts required to be deposited to (a) the Capital
Repair Fund created by the Ordinance to accumulate and maintain $250,000 in accordance with
Section 4.05 hereof and (b) each other capital repair fund, if any, created and maintained as a repair
fund in accordance with the provisions of the Supplemental Ordinance relating to the issuance of any
Additional Parity Obligations hereafter issued by the City.
FOURTH: pro rata to the payment of the amount required to be deposited to (a) the Capital
Improvement Fund created by the Ordinance to accumulate and maintain $500,000 in accordance
with Section 4.06 hereof and (b) each other capital improvement fund, if any, created and maintained
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
9
as an improvement fund in accordance with the provisions of the Supplemental Ordinance relating
to the issuance of any Additional Parity Obligations hereafter issued by the City.
FIFTH: to the payment of Subordinate Lien Obligations.
SIXTH: all remaining Pledged Revenues shall be transferred to the Revenue Fund to be used
for any lawful purpose and transferred or disbursed in accordance with written instructions from the
City.
SECTION 4.10. Deficiencies - Excess Pledged Revenues. (a) If on any occasion there shall
not be sufficient Pledged Revenues (after making all payment pertaining to all Parity Obligations)
to make the required deposits and credits to the Debt Service Fund, the Reserve Fund, the Capital
Repair Fund and the Capital Improvement Fund, then such deficiency shall be cured as soon as
possible from the next available unallocated Pledged Revenues and such deposits and credits shall
be in addition to the amounts otherwise required to be deposited and credited to these Funds.
(b) Subject to making the deposits and credits required by the Ordinance, or any
Supplemental Ordinance authorizing the issuance of Additional Parity Obligations, or the payments
and credits required by the provisions of the ordinances authorizing the issuance of Subordinate Lien
Obligations hereafter issued by the City, the excess Pledged Revenues may be used for any lawful
purpose.
SECTION 4.11. Investment of Funds - Valuation - Transfer of Investment Income,
Security for Funds. (a) Money in the Funds may, at the written direction of the City, be invested
in Permitted Investments; provided that all such deposits and investments shall be made in such
manner that the money required to be expended from any fund will be available at the proper time
or times. All such investments shall be valued in terms of current market value no less frequently
than the last Business Day of the City's Fiscal Year, except that any direct obligations of the United
States of America - State and Local Government Series shall be continuously valued at their par
value or principal face amount. For purposes of maximizing investment returns, money in such
funds may be invested together in common investments of the kind described above, or in a common
pool of such investments held by the Trustee or its designated agent on behalf of the City, which
shall not be deemed to be or constitute a commingling of such money or funds provided that
safekeeping receipts or certificates of participation clearly evidencing the investment or investment
pool in which such money is invested and the share thereof purchased with such money or owned
by such fund are held by or on behalf of each such fund. If necessary, such investments shall be
promptly sold to prevent any default.
(b) All interest and income derived from such investments (other than interest and income
derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain the
Required Reserve Amount) shall be credited to the Revenue Fund quarterly and shall constitute
Pledged Revenues.
(c) All money on deposit in the Funds (except any portion thereof as may be at any time
properly invested) shall be secured in the manner and to the fullest extent required by the laws of
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
10
Texas for the security of public funds and moneys on deposit in such Funds shall be used only for
the purposes permitted by this Indenture.
(d) The Trustee shall not be responsible for determining whether or not any Permitted
Investments are legal investments under the laws of the State. The Trustee shall not be liable for any
loss arising from investments made in accordance with this Section, for the Parity Obligations
becoming "arbitrage bonds" by reason of any investments so made, or for any loss resulting from
the redemption or sale of any such investments as authorized by this Section. The Trustee is
specifically authorized to implement its automated cash investment system to assure that cash on
hand is invested and to charge its usual cash management fees, which may be deducted from income
earned on investments. The Trustee may make any investments through its own bond or securities
department, may act as principal or agent in the making or disposing of any investments, and may
act as sponsor, advisor or manager in connection with any such investments. The provisions of this
subsection shall apply to affiliates of the Trustee.
ARTICLE V
COVENANTS OF THE CITY CONCERNING
THE PARITY OBLIGATIONS
SECTION 5.01. Payment of Parity Obligations and Performance of Obligations. The
City covenants to promptly pay or cause to be paid the principal of, redemption premium, if any, and
interest on the Parity Obligations as the same become due and payable, whether at maturity or by
prior redemption, in accordance with the terms of the Parity Obligations and the Ordinance and any
Supplemental Ordinance; to pay when due all fees, charges and other amounts due to the Trustee and
the Paying Agent/Registrar for the discharge of its duties hereunder; and to faithfully keep and
perform all of its covenants, undertakings and agreements contained in this Indenture, the Ordinance,
the Supplemental Ordinance and the Parity Obligations.
SECTION 5.02. Recordation and Execution of Security Instruments. The City covenants
to cause this Indenture, any supplemental indentures and all other security instruments, financing
statements and supplements thereto that may be necessary, to be filed, recorded, refiled and
rerecorded, in such manner, at such times and in such places as may be required by law in order to
fully preserve and protect the rights and security of the Owners of the Parity Obligations and to
perfect and preserve the lien of this Indenture. Without limiting the generality of the foregoing, the
City shall execute and deliver such additional instruments and perform such additional acts as may
be necessary and proper after the execution of this Indenture and to transfer to any successor Trustee
or Trustees the assets, powers, instruments and funds held in trust hereunder and to confirm the lien
of this Indenture with respect to any Bond or Additional Parity Obligations, and shall take all action
that may at any time be necessary, in the opinion of the Trustee, to secure the interests of the Owners
of the Parity Obligations.
SECTION 5.03. Title; Encumbrances of Pledged Revenues. The City covenants that it has
good and indefeasible title to the Pledged Revenues, subject to the assignments and pledges
contained herein. So long as any Parity Obligations remain outstanding, except as permitted by
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
11
Section 5.04 of this Indenture, the City covenants not to sell, transfer, assign, pledge, encumber,
mortgage or otherwise dispose of, directly or indirectly, by merger or otherwise, or cause or suffer
same, or create or allow to accrue or exist any lien upon, all or any part of its interest in the Pledged
Revenues or any portion thereof, except for the lien of this Indenture and except as further provided
in the Bond Ordinance and any Supplemental Ordinances.
SECTION 5.04. Pledged Revenues Not Encumbered. The Pledged Revenues are not in any
manner pledged to the payment of any debt or obligation of the City other than the Parity
Obligations. The City covenants that it will not in any manner pledge or further encumber the
Pledged Revenues unless such pledge or encumbrance is junior and subordinate to the lien and
pledge hereunder securing the Parity Obligations.
ARTICLE VI
DEFAULT AND REMEDIES
SECTION 6.01. Events of Default. An Event of Default hereunder shall consist of any of the
following acts or occurrences:
(a) failure to pay when due the principal, redemption price, or interest on any Parity
Obligation; or
(b) failure to deposit to the Debt Service Fund money sufficient for the payment of any
principal of or interest payable on the Parity Obligations by no later than the date when it becomes
due and payable.
SECTION 6.02. Notices. In order to provide the City with information with respect to its
obligations under this Indenture, the Trustee shall provide the City the following notices:
(a) Notice of any draws upon the Reserve Fund which are required to be transferred to the
Debt Service Fund for the payment of, principal of or interest on any Parity Obligations, together
with the description of the amount drawn; and
(b) On or before the last Business Day after the end of each month, furnish to the City an
accounting statement on the status of each of the Funds created under Section 4.01.
SECTION 6.03. Notice of Default. The Trustee shall also be required to give immediate
notice to the City of any Event of Default thereunder.
SECTION 6.04. Remedies in General. If an Event of Default hereunder shall occur and be
continuing, then, in addition to all of the other rights and remedies granted to the Trustee hereunder,
the Trustee in its discretion, subject to the provisions of this Indenture may proceed to protect and
enforce its rights and the rights of the Owners of Parity Obligations by suit, action or proceeding in
equity or at law or otherwise, whether for the specific performance of any covenant or agreement
contained in this Indenture, the Ordinance, any Supplemental Ordinance or Parity Obligations or
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
12
in aid of the execution of any power granted in this Indenture or for the enforcement of any other
legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual
to protect and enforce any of the rights of the Trustee or such Owners of the Parity Obligations,
including, without limitation, the right to seek a writ of mandamus issued by a court of competent
jurisdiction compelling the City Council of the City to make any Pledged Revenues available (but
only from and to the extent of the sources provided in this Indenture, the Ordinance and any
Supplemental Ordinance) or to observe and perform such covenant, obligations or conditions of this
Indenture, the Ordinance and any Supplemental Ordinance.
SECTION 6.05. Appointment of Receivers. If an Event of Default hereunder shall occur
and be continuing, and upon filing of a bill in equity or commencement of other judicial proceedings
to enforce the rights of the Trustee and the Owners hereunder, the Trustee shall be entitled as a
matter of right, and to the extent permitted by law, to the appointment of a receiver or receivers of
the Pledged Revenues and the income, rents, profits and use thereof pending such proceedings, with
such powers as the court making such appointment shall confer.
SECTION 6.06. Trustee May Act Without Possession of Parity Obligations. All rights
of action under this Indenture or under any Parity Obligations may be enforced by the Trustee
without possession of any of the Parity Obligations or the production thereof on any trial or other
proceedings relative thereto, and any such suit or proceedings instituted by the Trustee shall be
brought in its name, as Trustee for the ratable benefit of the Owners of the Parity Obligations, subject
to the provisions of this Indenture.
SECTION 6.07. Trustee as Attorney in Fact. The Trustee is hereby appointed (and the
Owners of the Parity Obligations, by taking and owning same from time to time, shall be deemed
to have so appointed the Trustee) the true and lawful attorney in fact of the Owners of the Parity
Obligations, to make or file, in the names of the Owners of the Parity Obligations, or on behalf of
all Owners of the Parity Obligations as a class, any proof of debt, amendment to proof of debt,
petition or other document, and to do and perform any and all acts and things for and in the name
of the Owners of the Parity Obligations as a class as may be necessary or advisable, in the judgment
of the Trustee, in order to have the claims of the Owners of the Parity Obligations against the City
approved in any equity receivership, insolvency, liquidation, bankruptcy, reorganization or other
proceedings to which the City shall be a party and to receive payment of or on account of such
claims. Any such receiver, assignee, liquidator or trustee is hereby authorized by each of the Owners
to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making
of such payments directly to the Owners, to pay to the Trustee any amount due for compensation and
expenses of the Trustee, including counsel fees, incurred up to the date of such distribution, and the
Trustee shall have full power of substitution and delegation in respect of any such powers.
SECTION 6.08. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or under the Parity Obligations, or now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
13
therein, and every such right and power may be exercised from time to time and as often as may be
deemed expedient.
SECTION 6.09. Limitation on Suits. All rights of action in respect of this Indenture shall
be exercised only by the Trustee, and no Owner of any Parity Obligation secured hereunder shall
have any right to institute any suit, action or proceeding at law or in equity for the appointment of
a receiver or for any other remedy hereunder or by reason hereto, unless and until the Trustee shall
have received written request of the Owners of not less than twenty-five percent (25%) in aggregate
principal amount of the Parity Obligations then Outstanding and shall have been furnished
reasonable indemnity satisfactory to it and shall have refused or neglected for ten (10) days thereafter
to institute such suit, action or proceedings. The making of such request and the furnishing of such
indemnity shall in each and every case be conditions precedent to the execution and enforcement by
any Owner of any Bond of the powers and remedies given to the Trustee hereunder and to the
institution and maintenance by any such Owner of any action or cause of action for the appointment
of a receiver or for any other remedy hereunder, but the Trustee may, in its discretion, and when
thereunto duly requested in writing by the Owner of not less than twenty-five percent (25%) in
aggregate principal amount of the Parity Obligations then Outstanding and when furnished
indemnity satisfactory to it to protect it against expenses, charges and liability shall, forthwith, take
such appropriate action by judicial proceedings or otherwise in respect of any existing default on the
part of the City as the Trustee may deem expedient in the interest of the Owners of the Parity
Obligations.
Nothing contained in this Article, however, shall affect or impair the right of any Owner,
which shall be absolute and unconditional, to enforce the payment of the principal of, premium, if
any, and interest on the Parity Obligations of such Owner, but only out of the moneys for such
payment as herein provided, or the obligation of the City, which shall also be absolute and
unconditional, to make payment of the principal of, premium, if any, and interest on the Parity
Obligations issued hereunder, but only out of the funds provided herein for such payment, to the
respective Owners thereof at the time and place stated in said Parity Obligations.
SECTION 6.10. Right of Owners of the Parity Obligations to Direct Proceedings.
Notwithstanding any provision of this Indenture to the contrary, the Owners of more than fifty
percent (50%) in aggregate principal amount of the Parity Obligations then Outstanding shall have
the right, at any time, by an instrument or instruments in writing executed and delivered to the
Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection
with the enforcement of the terms and conditions of this Indenture or for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee or any other proceedings
hereunder; provided, however, that such direction shall not be contrary to law or the provisions of
this Indenture, and the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall determine that the proceeding so directed would involve it in personal
liability or would be unjustly prejudicial to the Owners of the Parity Obligations not consenting.
SECTION 6.11. Restoration of Rights and Remedies. If the Trustee or any Owner of a
Parity Obligation has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
14
adversely to the Trustee or to such Owner of a Bond, then and in every such case the City, the
Trustee and the Owners of the Parity Obligations shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Owners of the Parity Obligations shall continue as
though no such proceeding had been instituted.
SECTION 6.12. Waiver of Stay or Extension Laws. To the extent that it may lawfully do
so, the City covenants that it will not at any time insist upon, plead or in any manner whatsoever
claim or take the benefit or advantage of any stay or extension law whenever or wherever enacted,
which may affect the covenants or the performance of this Indenture. The City also covenants that
it will not otherwise hinder, delay or impede the execution of any power herein granted to the
Trustee.
SECTION 6.13. Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Owner of any Parity Obligation to exercise any right or remedy accruing upon any Event of
Default hereunder shall impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article or by law to the
Trustee or to the Owners may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Owners of the Parity Obligations, as the case may be.
ARTICLE VII
DISCHARGE
SECTION 7.01. Discharge by Payment. When all Parity Obligations have been paid in full
as to principal and as to interest and premium, if any, or when all Parity Obligations have become
due and payable, whether at maturity or by prior redemption or otherwise, and the City shall have
provided for the payment of the whole amount due or to become due on all Parity Obligations then
Outstanding, including all interest which has accrued thereon or which may accrue to the date of
maturity or redemption by depositing with the Trustee or the Paying Agent/ Registrar, for payment
of such outstanding Parity Obligations and the interest thereon and any premium which may be due
thereon, the entire amount due or to become due thereon, or amounts and investments sufficient to
provide for such payment as provided in the Ordinance and any Supplemental Ordinances, and the
City shall also have paid or caused to be paid all sums payable hereunder by the City, including the
compensation due or to become due the Trustee, then the Trustee shall, upon receipt of a letter of
instructions from the City requesting the same, discharge and release the lien of this Indenture and
execute and deliver to the City such releases or other instruments as shall be requisite to release the
lien hereof.
ARTICLE VIII
THE TRUSTEE
SECTION 8.01. Acceptance of Trusts. The Trustee, for itself and its successors, hereby
accepts the trusts under this Indenture, but only upon the following terms and conditions set forth
in this Article.
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
15
(a) The Trustee may execute any of the trusts or powers hereof and perform any duties
required of it, by or through attorneys or agents selected by it with reasonable care, and shall be
entitled to advice of counsel concerning all matters of trust hereof and its duties hereunder, and may
in all cases pay such reasonable compensation as it shall deem proper to all such attorneys and agents
as may reasonably be required and employed in connection with the trusts hereof, and the Trustee
shall not be responsible for the acts or negligence of such attorneys, agents or counsel, if selected
with reasonable care.
(b) The Trustee shall not be responsible for any recitals herein, in the Ordinance, any
Supplemental Ordinance or in the Parity Obligations. The Trustee may require of the City full
information and advice as to the performance of the covenants, conditions and agreements contained
in this Indenture. The recitals and statements of fact and warranties contained in the Indenture, the
Bond Ordinance, any Supplemental Ordinance and the Parity Obligations shall be taken as
statements by the City and shall not be considered as made by or as imposing any obligation or
liability upon the Trustee.
(c) Except as otherwise provided in this Indenture, the Trustee shall not be bound to
recognize any person as an Owner of any Bond or to take action at such person's request, unless such
person's name appears as the registered owner of such Bond in the books of registration kept by the
Paying Agent/Registrar in connection with the Parity Obligations.
(d) Prior to any Event of Default hereunder, and after the curing of any such Event of
Default,
(i) the Trustee shall not be liable for the performance of any duties, except such
duties as are specifically set forth in the Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee, and
(ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely upon the truth, completeness and accuracy of the letters of instruction,
statements, certificates, opinions, certified resolutions and other certified showings
conforming to the requirements of the Indenture. The Trustee, upon receipt of documents
furnished to it by or on behalf of the City pursuant to this Indenture, shall be under a duty
of reasonable care to examine same to determine whether or not such documents conform
to the requirements of this Indenture. In case of an Event of Default which has not been
cured, the Trustee shall exercise such of the rights and powers vested in it by this Indenture
and shall use the same degree of care and skill in its exercise thereof as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.
(e) Except as otherwise expressly provided by the provisions of this Indenture, the Trustee
shall not be obligated and may not be required to give or furnish any notice, demand, report, request,
reply, statement, advice or opinion to any Owner of any Parity Obligation or to the City or any other
person, and the Trustee shall not incur any liability for its failure or refusal to give or furnish same
unless obligated or required to do so by express provision hereof.
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
16
(f) Nothing herein contained shall relieve the Trustee from liability for its own negligent
action or failure to act or its own willful misconduct, except that the Trustee shall not incur any
liability
(i) for any error of judgment made in good faith by a responsible officer or
responsible officers thereof, unless it shall be proved that it was negligent, or
(ii) in respect of any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Owners of the percentage of the Parity Obligations
specified herein relating to the time, mentioned and place of conducting any proceeding for
any remedy available to the Trustee under this Indenture.
(g) None of the provisions contained in this Indenture shall require the Trustee to advance,
expend or risk its own funds or to otherwise incur financial liability in the performance of any if its
duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonable assured to it by the security afforded to it
by the terms of this Indenture.
(h) Except for information provided by the Trustee concerning the Trustee, the Trustee shall
have no responsibility with respect to any information in any offering memorandum or other
disclosure material distribution with respect to the Parity Obligations, and the Trustee shall have no
responsibility for compliance with securities laws in connection with the issuance and sale of the
Parity Obligations.
(i) In the event the Trustee shall receive inconsistent or conflicting requests and indemnity
from two or more groups of Owners, each representing less that a majority of the aggregate principal
amount of the Parity Obligations then outstanding, the Trustee, in its sole discretion, may determine
what action, if any, shall be taken.
(j) Except as otherwise especially provided by the provisions of this Indenture, the Trustee
shall not be obligated and shall not be required to give or furnish any notice, demand, report, request,
reply, statement, advice or opinion to any Owner of any Parity Obligation or to the City or any other
person, and the Trustee shall not incur any liability for its failure or refusal to give or furnish same
unless obligated or required to do so by express provisions hereof.
(k) The Trustee shall not be required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture.
(1) To the extent permitted by law, the City agrees to indemnify the Trustee for, and to hold
it harmless against (but only from and to the extent of the sources provided in this Indenture, the
Bond Ordinance and any Supplemental Ordinances), any loss, liability or expenses, including legal
fees and expenses, incurred without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim.
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
17
(m) The Trustee is under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request or direction of any of the Owners of the Parity Obligations unless
such Owners have offered to the Trustee security or indemnity satisfactory to the Trustee as to its
terms, coverage, duration, amount and otherwise with respect to the costs, expenses and liabilities
which may be incurred by it in compliance with such request or direction, and the provision of such
indemnity shall be mandatory for any remedy taken upon direction of the Owners of a majority in
aggregate principal amount of the Parity Obligations.
(n) The Trustee is not required to make any inquiry or investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, approval, bond, debenture or other paper or document but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see
fit and, if the Trustee determines to make such further inquiry or investigation, it is entitled to
examine the books, records and premises of the City, in person or by agent or attorney.
(o) The Trustee's immunities and protections from liability and its right to indemnification
in connection with the performance of its duties under this Indenture shall extend to the Trustee's
officers, directors, agents, attorneys and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall survive the Trustee's
resignation or removal, the discharge of this Indenture and final payment of the Parity Obligations.
(p) The permissive right of the Trustee to take the actions permitted by this Indenture shall
not be construed as an obligation or duty to do so.
SECTION 8.02. Reliance by Trustee. To the extent not prohibited by this Article, the
Trustee may rely, and shall be protected in acting upon, any letters of instruction, statements,
certificates, certified resolutions, opinions, notices, consents, orders, appraisals, reports, policies,
bonds or other papers or documents believed by it to be genuine and to have been signed or may
consult with counsel and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in
conformity with the opinion of such counsel.
SECTION 8.03. Certificate of City as Proof. Whenever in the administration of the trusts
of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any actions hereunder, then, in the absence of bad faith or the
part of the Trustee, and unless other evidence in respect thereof be herein specifically prescribed, and
unless an Event of Default hereunder, to the knowledge of the Trustee, shall have occurred and be
continuing, such matter may be deemed to be conclusively proved and established by a certificate
of the City, executed by the Mayor of the City and delivered to the Trustee, and such certificate shall
be full warranty to the Trustee for any action taken or suffered by it under the provisions of this
Indenture in reliance thereon.
SECTION 8.04. Trustee May Own Parity Obligations. The Trustee, in its individual or any
other capacity, may become the owner or pledgee of Parity Obligations or other certificates or
RROCK/STADIUM: TRUSTIN.DRS 3/8/99
18
evidences of ownership or pledge thereof issued hereunder, with the same rights it would have if it
were not the Trustee.
The Trustee, in its commercial banking or in any other capacity, may also engage in or be
interested in any financial or other transaction with the City and may act as depository, trustee or
agent for any committee of Owners secured hereby or other obligations of the City as freely as if it
were not Trustee. The provisions of this Section shall extend to affiliates of the Trustee.
SECTION 8.05. Compensation of Trustee. The City shall pay to the Trustee all reasonable
fees, charges and expenses of the Trustee (including the reasonable fees, charges and expenses of
its agents and counsel) for the administration and execution of the trusts hereby created and the
performance of its powers and duties hereunder as it relates to the Bond Ordinance and each
Supplemental Ordinance.
SECTION 8.06. Removal of Trustee. The Trustee may be removed at any time by an
instrument or concurrent instruments in writing, signed by the Owners of a majority in principal
amount of the Parity Obligations then Outstanding and delivered to the Trustee, with notice thereof
given to the City. In addition, if no Event of Default exists under this Indenture and the City is not
in default under the Bond Ordinance and any Supplemental Ordinance, the City may, upon 60 days
written notice to the Trustee and the Owners of the Parity Obligations then Outstanding, discharge
and remove the Trustee. The removal of the Trustee shall not take effect unless and until a successor
to the Trustee shall have been appointed. Any successor Trustee shall be qualified as set forth in
Section 8.08 below.
SECTION 8.07. Resignation of Trustee. The Trustee may at any time resign and be
discharged from the trusts hereby created by giving written notice to the City and by providing
written notice to the Owners of its intended resignation at least sixty (60) days in advance thereof.
Such notice shall specify the date on which such resignation shall take effect and shall be sent by
first-class mail, postage prepaid to each registered Owner of Parity Obligations. Resignation by the
Trustee shall not take effect unless and until a successor to such Trustee shall have been appointed
and shall have accepted appointment as hereinafter provided.
SECTION 8.08. Appointment of Successor Trustee. In case the Trustee hereunder shall
resign, or shall be removed or dissolved, or shall be in the course of dissolution or liquidation, or
shall otherwise become incapable of acting hereunder, or in case the Trustee shall be taken under
control of any public officer or officers or a receiver appointed by a court, a successor may be
appointed by the Owners of a majority in principal amount of the Parity Obligations then
Outstanding, by an instrument or concurrent instruments in writing, signed by such Owners or their
duly authorized representatives and delivered to the Trustee, with notice thereof given to the City;
provided, however, that upon the occurrence of any of the events above mentioned, the City may
nevertheless appoint a temporary Trustee to fill such vacancy until a successor shall be appointed
by the Owners in the manner above provided, and any such temporary Trustee so appointed by the
City shall immediately and without further act be automatically succeeded by the successor to the
Trustee, whether temporary or permanent, in the manner provided in the preceding Section of this
Indenture for providing notice of the resignation of the Trustee. Any successor Trustee or temporary
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
19
Trustee shall be a trust company or bank in good standing located in or incorporated under the laws
of the State of Texas duly authorized to exercise trust powers and subject to examination by federal
or state authority, having a reported capital and surplus of not less that $50,000,000.
In the event that no appointment of a successor Trustee is made by the Owners or by the City
for a period of 90 days from the receipt of notice of such resignation or removal pursuant to the
foregoing provisions of this Section, the Owner of any Parity Obligation issued hereunder or the
retiring Trustee may apply to any court of competent jurisdiction for appointment of a successor
Trustee, and such court may thereupon, after such notice as it shall deem proper, if any , appoint a
successor Trustee.
SECTION 8.09. Powers of Successor Trustee. Each successor Trustee appointed hereunder
shall execute, acknowledge and deliver to its predecessor and to the City, an instrument in writing
accepting such appointment hereunder, and thereupon such successor Trustee, without any further
act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers,
trusts, duties and obligations of its predecessor, but such predecessor Trustee shall, nevertheless, on
the written request of the City, execute and deliver an instrument transferring to such successor
Trustee all the estates, properties, rights, powers, trusts, duties and obligations of such predecessor
hereunder. Each predecessor Trustee shall immediately deliver all properties, securities and moneys
held by it to its successor; provided, however, that before any such delivery is required or made, all
proper fees, advances and expenses of the predecessor Trustee shall be paid in full. Should any deed,
conveyance or instruments in writing be required from the City by any successor Trustee for
properties, rights, powers, trusts, duties and obligations hereby vested or intended to be vested in the
predecessor Trustee, any and all such deeds, conveyances and instruments in writing shall, on
request, be executed, acknowledged and delivered by the City. The resignation of any Trustee,
appointing a successor Trustee hereunder, together with all deed, conveyances and other instruments
provided for in this Article shall, at the expense of the City, be properly filed or recorded and a copy
thereof shall be filed with such successor Trustee, together with a statement showing such filing or
recordation.
SECTION 8.10. Merger, Conversion or Consolidation of Trustee. Notwithstanding any
provision hereof to the contrary, any corporation or association into which all or substantially all of
the corporate trust business of the Trustee may be merged or converted, or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, shall be the successor Trustee under this
Indenture without the execution or filing of any instrument or any other act on the part of any of the
parties hereto.
SECTION 8.11. Reports and Disbursements. On or before the 10th Business Day after each
month, the Trustee shall provide the City a monthly account activity report which includes receipts,
disbursements, invested funds and account balances. Upon submission to the Trustee of a fully
completed Requisition for funds, the Trustee shall remit such funds as directed by the City within
five Business Days of receipt of the Requisition.
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
20
ARTICLE IX
MODIFICATION OF INDENTURE
SECTION 9.01. Supplemental Indentures Not Requiring Consent of Owners of the
Parity Obligations. The City and the Trustee may, without the consent of the Owners of any of
the Parity Obligations, enter into one or more supplemental indentures, which shall form a part
hereof, for any one or more of the following purposes:
(a) to cure any ambiguity, inconsistency or formal defect or omission in this Indenture;
(b) to grant to or confer upon the Trustee for the benefit of the Owners of the Parity
Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or
conferred upon the Owners of the Parity Obligations or the Trustee or either of them;
(c) to subject to the lien of this Indenture additional revenues, properties or collateral;
(d) to modify, amend or supplement this Indenture or any supplemental indenture in such
manner as to provide further assurances that interest on the Parity Obligations will, to the greatest
extent legally possible, be excludable from gross income for federal income tax purposes;
(e) to obtain or maintain bond insurance or a rating for any Parity Obligations; and
(f) to modify, amend or supplement this Indenture or any supplemental indenture in such
a manner to make conforming changes necessary in connection with an amendment of the Ordinance
or any Supplemental Ordinance;
provided, however, that no provision in such supplemental indenture shall be inconsistent with this
Indenture or shall impair in any manner the rights of the Owners of the Parity Obligations.
SECTION 9.02. Supplemental Indentures Requiring Consent of Owners of the Parity
Obligations. Except as otherwise provided in the preceding Section, any modification, change or
amendment of this Indenture may be made only by a supplemental indenture adopted by the City
and executed by the City and the Trustee with the consent of the Owners of not less than a majority
of the aggregate principal amount of the Parity Obligations then Outstanding.
Notwithstanding the preceding paragraph of this Section, no modification, change or
amendment to this Indenture shall, without the consent of the Owner of each Parity Obligation so
affected, extend the time of payment of the principal thereof or interest thereon, or reduce the
principal amount thereof or premium, if any, or interest thereon payable in any coin or currency other
than that hereinbefore provided, or deprive such Owner of the lien hereof on the revenues pledged
hereunder. Moreover, without the consent of the Owner of each Parity Obligation then Outstanding,
no modification, change or amendment to this Indenture shall permit the creation of any lien on the
revenues pledged hereunder equal or prior to the lien hereof, or reduce the aggregate principal
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
21
amount of Parity Obligations, the Owners of which are required to approve any such modification,
change or amendment of this Indenture.
SECTION 9.03. Consents. Consents required pursuant to this Article shall be valid only if
given following the giving of notice by or on behalf of the City requesting such consent, setting forth
the substance of the supplemental indenture in respect of which such consent is sought and stating
that copies thereof are available at the office of the Trustee for inspection, to the Owners of Parity
Obligations whose consent is required in accordance with the provisions of this Article. Such notice
shall be given by sending such notice by first-class mail, postage prepaid, to the registered Owners
of such Parity Obligations. Any consent or other action by an Owner of any Parity Obligation in
accordance with this Article shall bind every future owner of the same Parity Obligation and the
Owner of any Parity Obligation issued in exchange therefor or in lieu thereof.
ARTICLE X
GENERAL PROVISIONS
SECTION 10.01. Proof of Execution of Writings and Ownership. Any instrument
provided in this Indenture to be signed or executed by the Owners of all or any portion of the Parity
Obligations may be in any number of writings of similar tenor and may be signed or executed by
such Owners in person or by their duly authorized representatives. Proof of the execution of any
such instrument, or of the writing appointing any such agent, or of the ownership of any Parity
Obligation, shall be sufficient for any of the purposes of this Indenture and shall be conclusive in
favor of the City and the Trustee with respect to any actions taken by either under such instruments
if:
(a) the fact and date of the execution by any person of any such instrument is proved by
(i) a certificate of any officer of any jurisdiction who by law has power to take
acknowledgments of deeds within such jurisdiction, to the effect that the person signing such
instrument acknowledged before him the execution thereof, or
(ii) an affidavit of a witness of such execution; and
(b) the ownership of any Parity Obligation registered as to both principal and interest is
proved by the registration books kept by the Paying Agent/Registrar.
SECTION 10.02. Benefits of Indenture. The covenants, stipulations and agreements
contained in this Indenture are and shall be for the sole and exclusive benefit of the parties hereto,
their successors and assigns, and the Owners of the Parity Obligations, and nothing in this Indenture
expressed or implied shall be construed to confer upon or give to any other person any right, remedy
or claim under or by reason of this Indenture.
SECTION 10.03. No Individual Liability. No covenant or agreement contained in the Parity
Obligations, the Bond Ordinance, any Supplemental Ordinances or in this Indenture shall be deemed
RROCK/STADIUM: TRUSTINDR5 3/8/99
22
to be the covenant or agreement of any member of the City Council of the City or the Trustee or any
officer, agent, employee or representative of the City or the Trustee in his individual capacity, and
neither the officers, agents, employees or representatives of the City or the Trustee nor any person
executing the Parity Obligations shall be personally liable thereon or be subject to any personal
liability or accountability by reason of the issuance thereof, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such
liability being expressly released and waived as a condition of and in consideration for the execution
of this Indenture, the adoption of the Bond Ordinance, any Supplemental Ordinances and the
issuance of the Parity Obligations.
SECTION 10.04. Notice. Any notice, demand, direction, request, or other instrument
authorized or required by this Indenture to be given to or filed with the Trustee or the City shall be
deemed to be effective for all purposes of this Indenture if and when sent by registered or certified
mail, postage prepaid, to the address specified below or at such other address as may be designated
in writing by the parties:
Trustee: For payment, registration, transfer and exchange of the Parity Obligations:
City:
Chase Bank of Texas, National Association
One Main Place
1201 Main Street, 18th Floor
Dallas, Texas 75202
Attn: Corporate Trust Department
Tel: (214) 672-5125 or (800) 275-2048
Fax: (214) 672-5932
For all other communications relating to the Parity Obligations:
Chase Bank of Texas, National Association
Global Trust Services
700 Lavaca, 5th Floor
Austin, Texas 78701
Tel: (512) 479-2575
Fax: (512) 479-2553
City of Round Rock, Texas
221 E. Main
Round Rock, Texas 78664
Attn: Director of Finance
Tel: (512) 218-5430
Fax: (512) 218-5443
Notwithstanding the foregoing, notices to the Trustee shall be effective only upon receipt.
RROCK/STADIUM: TRUSTIN.DRS 3/8/99
23
SECTION 10.05. Governing Law. This Indenture shall be governed in all respects,
including validity, interpretation and effect, by, and shall be enforceable in accordance with, the laws
of the State of Texas.
SECTION 10.06. Severability. If any provision of this Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way
be affected or impaired. In case any covenant, stipulation, obligation or agreement contained in the
Parity Obligations, the Bond Ordinance, any Supplement Ordinances or in this Indenture shall for
any reason be held to be usurious or in violation of law, then such covenant, stipulation, obligation
or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the City to
the full extent permitted by law.
SECTION 10.07. Successors and Assigns. This Agreement shall be binding upon the City
and the Trustee and their successors and assigns.
SECTION 10.08. Execution in Several Counterparts. This Indenture may be
simultaneously executed in several counterparts, all of which shall constitute one and the same
instrument and each of which shall be, and shall be deemed to be, an original.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
24
IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture to be
signed, sealed and attested on their behalf by their duly authorized representatives, all as of the date
first hereinabove written.
ATTEST:
Joanne Land, City Secretary
(SEAL)
RROCK/STADIUM: TRUSTINDR5 3/8/99
CITY OF ROUND ROCK, TEXAS
By:
Charles Culpepper, Mayor
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION,
as Trustee
By:
Title:
25
THE STATE OF TEXAS
COUNTIES OF TRAVIS AND WILLIAMSON §
BEFORE ME, the undersigned authority, on this day personally appeared
, MAYOR, CITY OF ROUND ROCK, TEXAS, apolitical
subdivision of the State of Texas, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed
of said political subdivision.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of
, 1999.
Notary Public, State of Texas
(SEAL)
My commission expires:
THE STATE OF TEXAS
COUNTY OF TRAVIS AND WILLIAMSON §
BEFORE ME, the undersigned authority, on this day personally appeared
of CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed, in the capacity therein stated and as the act and deed of said bank.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of
, 1999.
(SEAL)
RROCK/STADIUM: TRUSTIN.DRS 3/8/99
26
Notary Public, State of Texas
My commission expires:
EXHIBIT A
DEFINITIONS
"Bond Insurer" means the provider of a Reserve Fund Obligation, if any, with respect to
the Bonds and any entity that insure or guarantees the payment of principal and interest on any
Additional Parity Obligations.
"Business Day" means any day which is not a Saturday, Sunday, a legal holiday or a day
on which banking institutions in the city where the Trustee or Paying Agent/Registrar is located are
authorized by law or executive order to close.
"Capital Improvement(s)" means all property or interests in property, real, personal and
mixed which constitutes additions, improvements or extraordinary project on all or any part of the
Convention Center Complex or related to the Convention Center Complex or its site, as further
provided in the Lease Agreement.
"Capital Repair(s)" means work necessary to repair, restore, replace or refurbish any
equipment, facility, structure or other component of the Convention Center Complex as further
provided in the Lease Agreement.
"Commencement Date" means the thirtieth day following the substantial completion date
of the Convention Center Complex or the date on which Lessee opens the Convention Center
Complex to the public, whichever first occurs.
"Costs of Issuance" means the fees and expenses of the City Attorney, Bond Counsel, the
City's Financial Advisor, the costs of printing and distributing any offering documents and other
related costs approved by the City Council.
"Event of Default" shall mean any Event of Default described in Section 6.01 of this
Indenture.
"Master Agreement" means the Master Agreement regarding Convention Center Complex
Development dated as of February 25, 1999 between the City and Ryan Sanders Ryan, Inc.
"Paying Agent/Registrar" shall mean the bank or trust company so designated in the
Ordinance.
"Permitted Investment" means any security or obligation or combination thereof permitted
under the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended or
other applicable law and the City's investment policy.
"Project Completion Certificate" means a certificate prepared by the City and presented
to the Trustee indicating that the Project Completion Date has occurred.
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
A-1
"Project Completion Date" has the meaning set forth in the Master Agreement.
"Required Reserve Amount" means the amount required to be maintained in the Reserve
Fund pursuant to the provisions Section 4.09 of the Indenture.
"Required Reserve Fund Deposits" means the deposits and credits, if any, required to be
made to the Reserve Fund pursuant to the provisions of Section 4.04 of the Indenture.
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an
opinion of nationally recognized bond counsel, a surety bond or insurance policy (which, under
applicable law, shall not entitle the provider thereof to any right of reimbursement or repayment
other than a right to subrogation upon payments being made to Holders) deposited in the Reserve
Fund to satisfy the Required Reserve Amount whereby the issuer is obligated to provide funds up
to and including the maximum amount and under the conditions specified in such agreement or
instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the City is obligated
to make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund
Obligation.
"Trustee" means Chase Bank of Texas, National Association or any successor thereto.
RROCK/STADLUM: TRUSTIN.DR5 3/8/99
A-2
EXHIBIT B
REQUISITION
(For Requisitions Pursuant to Section 4.05 and 4.06 of the Indenture)
Chase Bank of Texas, National Association Requisition No:
700 Lavaca, Fifth Floor Date:
Austin, Texas 78701
Ladies and Gentlemen:
This Certificate is provided pursuant to [Section 4.05] or [4.06 of the Indenture,] requesting
payment out of the [Capital Improvement or Capital Repair] Fund, as defined and established in the
Indenture. Any terms not otherwise defined herein have the meanings assigned in the Indenture.
The undersigned, on behalf of the City hereby represent as follows:
(i) the name and address of the party to whom payment is to be made is attached as
Attachment 1;
(ii) the expenditures in summary form, for which payment or reimbursement is requested
is attached as Attachment 1:
(iii) the amount requested to be paid has been incurred and is a [Capital Improvement or
Capital Repair] of the Convention Center Complex;
(iv) no part of the several amounts requested to be paid, as stated in such certificate, has
been or is the basis for the payment of any money in any previous or then pending request;
(v) payment of the amount requested will not result in a breach of the covenants of the
City contained in the Indenture and Ordinance.
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
B-1
CITY OF ROUND ROCK, TEXAS
By:
Title: [Chief Financial Officer]
ATTACHMENT I
Requisition No:
Requisition Date:
(i) Payment to be made to: Total Amount of Payment:
(payee name)
Payment should be sent to:
(name)
(address)
(telephone)
(ii) Detail of expenditures covered:
Payee Information:
(Name)
(Telephone)
(Address)
(Address)
Approved - Chief Financial Officer
The City of Round Rock, Texas
RROCK/STADIUM: TRUSTIN.DR5 3/8/99
B-2
(Form Prepared By)
EXHIBIT C
REQUISITION
(For Requisitions Pursuant to Section 4.07 and 4.08 of the Indenture)
Chase Bank of Texas, National Association Requisition No:
700 Lavaca, Fifth Floor Date:
Austin, Texas 78701
Ladies and Gentlemen:
This Certificate is provided pursuant to [Section 4.07] or [4.08 of the Indenture,] requesting
payment out of the [City Project or RSR Project or RSR Project subaccount within the RSR Project]
Fund, as defined and established in the Indenture. Any terms not otherwise defined herein have the
meanings assigned in the Indenture. The undersigned, on behalf of the City hereby represent as
follows:
(i) the name and address of the party to whom payment is to be made is attached as
Attachment 1;
(ii) the expenditures in summary form, for which payment or reimbursement is requested
is attached as Attachment 1:
(iii) the amount requested to be paid has been incurred and is for costs of the Convention
Center Complex or to reimburse RSR for any unspent project change order contribution as provided
in Section 4.08 of the Indenture;
(iv) no part of the several amounts requested to be paid, as stated in such certificate, has
been or is the basis for the payment of any money in any previous or then pending request;
(v) payment of the amount requested will not result in a breach of the covenants of the
City contained in the Indenture and Ordinance.
RROCK/STADIUM. TRUSTIN.DR5 3/8/99
C-1
CITY OF ROUND ROCK, TEXAS
By:
Title: [Chief Financial Officer]
ATTACHMENT I
Requisition No:
Requisition Date:
(i) Payment to be made to: Total Amount of Payment:
(payee name)
Payment should be sent to:
(name)
(address)
(telephone)
$
(ii) Detail of expenditures covered:
Payee Information:
(Name)
(Telephone)
(Address)
(Address)
Approved - Chief Financial Officer
The City of Round Rock, Texas
(Form Prepared By)
EXHIBIT F
PAYING AGENT/REGISTRAR AGREEMENT
RROCK/STADIUM: ORDIN.DR5 3/7/99
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of March 15, 1999 (the "Agreement"), by and between
the City of Round Rock, Texas (the "Issuer"), and Chase Bank of Texas, National Association, a
national banking association duly organized and existing under the laws of the United States of
America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its Hotel
Occupancy Tax Revenue Bonds, Series 1999 (Convention Center Complex Project) in the aggregate
principal amount of $ (the "Securities"), such Securities to be issued in fully registered
form only as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on
or about March 23, 1999: and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities and
with respect to the registration, transfer and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent
with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for
paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the
same become due and payable to the registered owners thereof, all in accordance with this
Agreement and the "Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar
for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Order."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
RROCK\STADIUM: PAYAGT.AGR 2/16/99
Section 1.02. Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule
A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth
in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the
Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the expenses and disbursements of
its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes ofthis Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the principal or any
or all installments of interest, or both, are due and payable on any Security which has become
accelerated pursuant to the terms of the Security.
"Bank Office" means the corporate trust office of the Bank located at 1201 Main Street, 18th
Floor, Dallas, Texas 75202. The Bank will notify the City in writing of any change in location of
the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is
registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of
the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant
to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer
of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
RROCK\STADIUM: PAYAGT.AGR 2/16/99
2
"Predecessor Securities" of any particular Security means every previous Security evidencing
all or a portion of the same obligation as that evidenced by such particular Security (and, for the
purposes of this definition, any mutilated, lost, destroyed or stolen Security for which a replacement
Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Order).
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for such redemption pursuant to the terms of the Order.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee
of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar
to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer
providing for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Order the principal of a Security is
scheduled to be due and payable.
Section 2.02. Other Definitions. The terms "Bank," Issuer" and Securities (Security)" have
the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf
of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or Acceleration
Date, to the Holder upon surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid each Holder and preparing and
sending checks by United States Mail, first-class postage prepaid, on each payment date, to the
Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the
address appearing on the Security Register or by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
RROCKISTADIUM: PAYAGT.AGR 2/16/99
3
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of
and interest on the Securities on the dates specified in the Order.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and
maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes
referred to as the "Security Register") for recording the names and addresses of the Holders of the
Securities, the transfer, exchange and replacement of the Securities and the payment of the principal
of and interest on the Securities to the Holders and containing such other information as may be
reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the
Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the
Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by an
officer of a federal or state bank or a member of the National Association of Securities Dealers, in
form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels necessary to effect a re -
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation
to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be
completed and new Securities delivered to the Holder or the assignee of the Holder in not more than
three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer
and the written instrument of transfer or request for exchange duly executed by the Holder, or his
duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised
by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care
maintained by the Bank for debt securities of other political subdivisions or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The Bank
shall not be obligated to maintain such Security Register in any form other than those which the
Bank has currently available and currently utilizes at the time.
RROCK\STADIUM: PAYAGT.AGR 2/16/99
4
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in the
Security Register. The Issuer may also inspect the information contained in the Security Register
at any time the Bank is customarily open for business, provided that reasonable time is allowed the
Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon
receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so
that the Issuer may contest the court order or such release or disclosure of the contents of the
Security Register.
Section 4.05. Return of Canceled Certificates. The Bank will, at such reasonable intervals
as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other
Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs
the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in
exchange for or in lieu of mutilated, destroyed, lost or stolen Securities as long as the same does not
result in an overissuance.
In case any Security shall be mutilated or destroyed, lost or stolen, the Bank, in its discretion,
may execute and deliver a replacement Security of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or
stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory
to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership
thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the
Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with
the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the
Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time
after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it
has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any
Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of
mutilated, destroyed, lost or stolen Securities pursuant to Section 4.06.
RROCKISTADIUM: PAYAGT.AGR 2/16/99
5
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the
truth of the statements and correctness of the opinions expressed therein, on certificates or opinions
furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds
or otherwise incur any financial liability for performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not
assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Securities, but is protected in acting
upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not
be bound to make any investigation into the facts or matters stated in a resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security
or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties hereunder
either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and
in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or
any other Person for any amount due on any Security from its own funds.
RROCK\STADIUM: PAYAGT.AGR 2/16/99
6
Section 5.04. May Hold Securities. The Bank, in its commercial banking or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer
with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from
the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities,
with such moneys in the account that exceed the deposit insurance available to the Issuer by the
Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that
are eligible under the laws of the State of Texas to secure and be pledged as collateral for trust
accounts until the principal and interest on such securities have been presented for payment and paid
to the owner thereof. Payments made from such trust account shall be made by check drawn on such
trust account unless the owner of such Securities shall, at its own expense and risk, request such
other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the
Bank for the payment of the principal, premium (if any), or interest on any Security and remaining
unclaimed for three years after the final maturity of the Security has become due and payable will
be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall
hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to
such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and
dispose of the funds in compliance with Title Six of the Texas Property Code, as amended.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the State and County where either the
Bank Office or the administrative offices of the Issuer is located, and agree that service of process
by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of
this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine
the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services. It is hereby represented and warranted
that, in the event the Securities are otherwise qualified and accepted for "Depository Trust
Company" services or equivalent depository trust services by other organizations, the Bank has the
capability and, to the extent within its control, will comply with the "Operational Arrangements,"
effective August 1, 1987, which establishes requirements for securities to be eligible for such type
depository trust services, including, but not limited to, requirements for the timeliness of payments
and funds availability, transfer turnaround time and notification of redemptions and calls.
RROCK\STADIUM: PAYAGT.AGR 2/16/99
7
Attached hereto is a copy of the Blanket Letter of Representations with The Depository Trust
Company.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the
Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on
the signature page of this Agreement.
Section 6.04. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer
shall bind its successors and assigns, whether so expressed or not.
Section 6.06. Severability. In case any provision herein shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Order constitute the entire
agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if
any conflict exists between this Agreement and the Order, the Order shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and the
same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has
been given to the Holders of the Securities of the appointment of a successor Paying
RROCK\STADIUM: PAYAGT.AGR 2/16/99
8
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early
termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise
adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the
Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.11. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
RROCK\STADIUM: PAYAGT.AGR 2/16/99
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
[ISSUER SEAL]
ATTEST:
City Secretary
RROCK\STADIUM: PAYAGT.AGR 2/16/99
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By:
Title:
700 Lavaca, 5th Floor
Austin, Texas 78701
CITY OF ROUND ROCK, TEXAS
By:
Mayor
10
221 East Main
Round Rock, Texas 78664
SCHEDULE A
Paying Agent/Registrar Fee Schedule
Acceptance Fee $
Annual Administration Fee $
RROCK\STADRJM: PAYAGT.AGR 2/16/99
DATE: March 19, 1999
SUBJECT: City Council Meeting, March 25, 1999
ITEM: 9. B. 3. Consideration of Ordinance Authorizing the Issuance, Sale and
Delivery of "City of Round Rock, Texas Hotel Occupancy Tax
Revenue Bonds, Series 1999 (Convention Center Complex
Project) "; Approving and Authorizing a Limited Offering
Memorandum and the Distribution Thereof; Authorizing the
Execution of a Bond Purchase Agreement, a Trust Indenture and
a Paying Agent/Registrar Agreement; and Approving and
Authorizing all Other Instruments and Procedures Related
Thereto. (First Reading)
This ordinance authorizes the sale of the revenue bonds which are to be
offered in the approximate par amount of $8,650,000 for the purpose of
providing a portion of the funds to develop a Convention Center Complex
Project. The bonds are an obligation of the City payable solely from the
hotel occupancy tax. Staff Resource Person: David Kautz, Finance Director.