|
Exhibit
10.28
CITY OF OSCEOLA,
ARKANSAS
to
REGIONS BANK
Little Rock,
Arkansas
as Trustee
FIRST SUPPLEMENTAL TRUST
INDENTURE
Dated as of April 24,
2007
$100,000,000 City of Osceola, Arkansas
Solid Waste Disposal Revenue Bonds (Plum Point Energy Associates,
LLC Project), Series 2006
FIRST SUPPLEMENTAL TRUST
INDENTURE
TABLE OF
CONTENTS
(This Table of Contents is
not a part of the First Supplemental Trust Indenture and is only
for convenience of reference.)
|
|
|
|
|
|
Parties
|
|
|
|
1 |
|
Recitals
|
|
|
|
1 |
|
|
|
|
|
ARTICLE I |
|
|
|
|
AMENDMENTS AND SUPPLEMENTS TO ORIGINAL
INDENTURE |
|
|
|
|
|
|
Section 1.1
|
|
Definitions
|
|
2 |
|
Section 1.2
|
|
Notices
|
|
2 |
|
|
|
|
|
ARTICLE II |
|
|
|
|
MISCELLANEOUS |
|
|
|
|
|
|
Section 2.1
|
|
Original Indenture
|
|
3 |
|
Section 2.2
|
|
Severability
|
|
3 |
|
Section 2.3
|
|
Applicable Provisions of Law
|
|
3 |
|
Section 2.4
|
|
Counterparts
|
|
3 |
|
Section 2.5
|
|
Captions
|
|
3 |
|
|
|
Signatures and Seals
|
|
4 |
|
Consent of Company
|
|
5 |
|
Consent of Credit Provider
|
|
6 |
FIRST SUPPLEMENTAL TRUST
INDENTURE
This FIRST SUPPLEMENTAL TRUST
INDENTURE, dated as of April 24, 2007, by and between the CITY
OF OSCEOLA, ARKANSAS, a municipality organized and existing under
the laws of the State of Arkansas (the “Issuer”), and
REGIONS BANK, a banking association organized under and existing by
virtue of the laws of the State of Alabama, with a corporate trust
office in Little Rock, Arkansas (the
“Trustee”).
W I T N E S S E T
H:
WHEREAS, the Issuer is
authorized and empowered under the laws of the State of Arkansas,
including particularly Title 14, Chapter 267 of the Arkansas Code
of 1987 Annotated (the “Act”), to issue revenue bonds
and to expend the proceeds thereof to finance the acquisition,
construction, reconstruction, extension, equipment or improvement
of pollution control facilities for the disposal or control of
sewage, solid waste, water pollution, air pollution, or any
combination thereof; and
WHEREAS, pursuant to and in
accordance with the provisions of the Act, the Issuer has issued
its Solid Waste Disposal Revenue Bonds (Plum Point Energy
Associates, LLC Project), Series 2006, in the aggregate principal
amount of $100,000,000 (the “Bonds”), and has lent the
proceeds thereof to Plum Point Energy Associates, LLC, a Delaware
limited liability company (the “Company”), for the
purpose of financing the cost of acquiring, constructing and
equipping an undivided interest in certain sewage and solid waste
disposal facilities at the Plum Point Energy Station of the Company
and others, such loan being upon the terms and conditions set forth
in a Loan Agreement dated as of April 1, 2006, by and between
the Issuer and the Company; and
WHEREAS, the Bonds are
secured by a Trust Indenture dated as of April 1, 2006 (the
“Original Indenture”), by and between the Issuer and
the Trustee; and
WHEREAS, as further security
for the Bonds the Company delivered to the Trustee an irrevocable
letter of credit issued by Credit Suisse, New York Branch, for the
benefit of the owners from time to time of the Bonds, and in
substitution thereof proposes to deliver to the Trustee an
irrevocable letter of credit issued by The Royal Bank of Scotland
plc (the “RBS Letter of Credit”); and
WHEREAS, the RBS Letter of
Credit constitutes an “Alternate Credit Enhancement”
and an “Alternate Liquidity Facility” under the
provisions of the Original Indenture; and
WHEREAS, the purpose of this
First Supplemental Trust Indenture is to amend and supplement the
Original Indenture in connection with the issuance and delivery of
the RBS Letter of Credit to the Trustee and is being executed and
delivered pursuant to the provisions of Section 14.1 of the
Original Indenture;
NOW, THEREFORE, KNOW ALL MEN
BY THESE PRESENTS, THIS FIRS
|
