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EXHIBIT 10.30
JASPER COUNTY, INDIANA,
Issuer
AND
NORTHERN INDIANA PUBLIC SERVICE COMPANY,
Company
FINANCING AGREEMENT
Dated as of December 1, 2003
The amounts
payable to Jasper County, Indiana (the "Issuer") (except for
amounts payable to, and certain rights and
privileges of, the Issuer under
Sections 3.4, 4.2(f), 5.3, 5.9, 5.10, 6.3,
6.4 and 6.5 hereof and any rights of
the Issuer to receive any notices,
certificates, requests, requisitions or
communication hereunder) and certain other
rights of the Issuer under this
Financing Agreement have been pledged and
assigned to National City Bank of
Indiana, as Trustee, under the Indenture of
Trust dated as of December 1, 2003,
from the Issuer.
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FINANCING AGREEMENT
TABLE OF CONTENTS
(This Table of Contents is not a part of this Agreement
and is only for convenience of reference.)
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SECTION
HEADING
PAGE
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ARTICLE I
DEFINITIONS..........................................................
1
ARTICLE II
REPRESENTATIONS......................................................
6
Section 2.1. Representations
and Covenants by the Issuer..........................
6
Section 2.2. Representations
and Covenants by the Company......................... 7
ARTICLE III
ISSUANCE OF THE
BONDS................................................
8
Section 3.1. Agreement to
Issue Bonds; Application of Bond Proceeds...............
8
Section 3.2.
Investments..........................................................
8
Section 3.3. Arbitrage
Covenant...................................................
9
Section 3.4. Costs of
Issuance....................................................
9
ARTICLE IV
LOAN AND PROVISIONS FOR
REPAYMENT....................................
9
Section 4.1. Loan of Bond
Proceeds................................................
9
Section 4.2. Loan Repayments
and Other Amounts Payable............................
10
Section 4.3. No Defense or
Set-Off................................................
12
Section 4.4. Payments Pledged
and Assigned........................................
12
Section 4.5. Certain Payments
to Paying Agent.....................................
13
Section 4.6. Payment of the
Bonds and Other Amounts...............................
13
ARTICLE V
SPECIAL COVENANTS AND
AGREEMENTS.....................................
13
Section 5.1. Company to
Maintain its Corporate Existence; Conditions
under Which Exceptions Permitted...................................
13
Section 5.2. Financial
Statements.................................................
14
Section 5.3. Maintenance and
Repair; Insurance; Taxes; Etc........................
14
Section 5.4. Recordation and
Other Instruments....................................
14
Section 5.5. No Warranty by
the Issuer............................................
14
Section 5.6. Agreement as to
Ownership and Use of the Project.....................
15
Section 5.7. Company to
Furnish Notice of Adjustments of Interest Rate Periods....
15
Section 5.8. Information
Reporting................................................
15
Section 5.9. Limited
Liability of Issuer..........................................
15
Section 5.10. Tax Exempt Status of
the Bonds.......................................
16
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ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES...................................
16
Section 6.1. Events of
Default Defined........................................
16
Section 6.2. Remedies on
Default.............................................. 18
Section 6.3. No Remedy
Exclusive..............................................
18
Section 6.4. Agreement to Pay
Fees and Expenses of Counsel.................... 19
Section 6.5. No Additional
Waiver Implied by One Waiver; Consents to Waivers.. 19
ARTICLE VII
OPTION AND OBLIGATION OF COMPANY TO PREPAY.......................
19
Section 7.1. Option to
Prepay.................................................
19
Section 7.2. Obligation to
Prepay............................................. 20
Section 7.3. Notice of
Prepayment; Amount to Be Prepaid.......................
20
Section 7.4. Cancellation at
Expiration of Term............................... 21
ARTICLE VIII
MISCELLANEOUS....................................................
21
Section 8.1.
Notices..........................................................
21
Section 8.2.
Assignments......................................................
21
Section 8.3.
Severability.....................................................
21
Section 8.4. Execution in
Counterparts........................................ 22
Section 8.5. Amounts
Remaining in Bond Fund...................................
22
Section 8.6. Amendments,
Changes and Modifications............................ 22
Section 8.7. Governing
Law....................................................
22
Section 8.8. Authorized
Issuer and Company Representatives.................... 22
Section 8.9. Amendments,
Changes and Modifications of Reimbursement
Agreements.......................................................
22
Section 8.10. Term of the
Agreement............................................ 23
Section 8.11. Insurer as Third Party
Beneficiary............................... 23
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THIS FINANCING
AGREEMENT made and entered into as of the first day of
December, 2003, by and between JASPER
COUNTY, INDIANA, a political subdivision
of the State of Indiana (hereinafter
sometimes referred to as the "Issuer"), and
NORTHERN INDIANA PUBLIC SERVICE COMPANY, a
corporation duly organized and
existing under the laws of the State of
Indiana (hereinafter sometimes referred
to as the "Company"),
W I T N E S S E T H:
In consideration
of the respective representations and agreements
hereinafter contained, the parties hereto
agree as follows (provided, that in
the performance of the agreements of the
Issuer herein contained, any obligation
it may thereby incur shall not constitute
or give rise to a pecuniary liability
or a charge upon its general credit or
against its taxing powers but shall be
payable solely out of the proceeds derived
from this Financing Agreement and the
Bonds, as hereinafter defined):
ARTICLE I
DEFINITIONS
The following
terms shall have the meanings specified in this Article
unless the context requires otherwise. The
singular shall include the plural and
the masculine shall include the
feminine.
"Act" means,
collectively, Indiana Code Title 36, Article 7, Chapters 11.9
and 12, as supplemented and amended, and
Indiana Code Title 5, Article 1,
Chapter 5, as supplemented and amended.
"Act of
Bankruptcy" means the filing of a petition in bankruptcy by or
against the Company or the Issuer under the
United States Bankruptcy Code.
"Administrative
Expenses" means the reasonable and necessary expenses
(including the reasonable value of employee
services and reasonable fees and
expenses of Counsel) incurred by the Issuer
in connection with the Bonds, this
Agreement, the Indenture and any
transaction or event contemplated by this
Agreement or the Indenture.
"Agreement"
means this Financing Agreement between the Issuer and the
Company, and all amendments and supplements
hereto.
"Authorized
Company Representative" means any person who, at the time,
shall have been designated as such by a
written certificate furnished to the
Issuer, the Remarketing Agent and the
Trustee containing the specimen signature
of such person and signed on behalf of the
Company by any officer of the
Company. Such certificate may designate an
alternate or alternates.
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"Authorized
Issuer Representative" means any person at the time designated
to act on behalf of the Issuer by a written
certificate furnished to the Company
and the Trustee containing the specimen
signature of such person and signed on
behalf of the Issuer by one of its
Commissioners or its County Auditor. Such
certificate may designate an alternate or
alternates.
"Bond" or
"Bonds" means any one or more of the bonds authorized,
authenticated and delivered under the
Indenture.
"Bond Counsel"
means nationally recognized municipal bond counsel mutually
acceptable to the Issuer, the Trustee and
the Company.
"Bond Fund"
means the fund created by Section 702 of the Indenture.
"Bondholder" or
"Owner" or "owner of Bonds" means the Person or Persons in
whose name or names a Bond shall be
registered on books of the Issuer kept by
the Registrar for that purpose in
accordance with the terms of the Indenture.
"Business Day"
means a day on which banks located in the city or cities in
which the principal offices of the Trustee,
the Paying Agent and the Remarketing
Agent are located, are not required or
authorized to remain closed and on which
The New York Stock Exchange is not
closed.
"Code" means the
United States Internal Revenue Code of 1986, as amended,
and regulations thereunder or under prior
law applicable thereto.
"Company" means
Northern Indiana Public Service Company, an Indiana
corporation, and its successors and assigns
and any surviving, resulting or
transferee corporation as permitted under
Section 5.1 hereof.
"Counsel" means
an attorney at law or a firm of attorneys (who may be an
employee of or counsel to the Issuer or the
Company or the Trustee) duly
admitted to the practice of law before the
highest court of any state of the
United States of America or of the District
of Columbia.
"Extraordinary
Services" and "Extraordinary Expenses" mean all services
rendered and all reasonable expenses
(including reasonable fees and expenses of
Counsel) incurred under the Indenture and
the Tax Agreement other than Ordinary
Services and Ordinary Expenses.
"Force Majeure"
means acts of God, strikes, lockouts or other industrial
disturbances; acts of public enemies;
orders or restraints of any kind of the
governments of the United States or of the
State, or any of their departments,
agencies or officials, or any other civil
or military authority; insurrections;
riots; landslides; lightning; earthquakes;
fires; tornadoes; volcanoes; storms;
droughts; floods; explosions, breakage, or
malfunction or accident to machinery,
transmission lines, pipes or canals, even
if resulting from negligence; civil
disturbances; or any other cause not
reasonably within the control of the
Company.
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"Governing Body"
means the County Council of the Issuer.
The words
"hereof," "herein," "hereunder" and other words of similar
import
refer to this Agreement as a whole.
"Indenture"
means the Indenture of Trust relating to this Agreement between
the Issuer and National City Bank of
Indiana, as Trustee, of even date herewith,
pursuant to which the Bonds are authorized
to be issued, including any
indentures supplemental thereto or
amendatory thereof.
"Insurance
Policy" means the financial guaranty insurance policy issued by
the Insurer insuring the payment when due
of the principal of and interest on
the Bonds as provided therein.
"Insurer" means
Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance company, and its successors and
assigns.
"Issuer" means
Jasper County, Indiana, a political subdivision of the State
of Indiana, and any successor body to the
duties or functions of the Issuer,
and, for purposes of any exculpatory and
indemnity provisions of this Agreement
and the Indenture, the term "Issuer" also
includes the Jasper County Economic
Development Commission.
"Loan
Repayments" means the payments to be made by the Company pursuant
to
Section 4.2 of the Agreement.
"Moody's" means
Moody's Investors Service, Inc., a corporation organized
and existing under the laws of the State of
Delaware, its successors and their
assigns, and, if such corporation shall be
dissolved or liquidated or shall no
longer perform the functions of a
securities rating agency, "Moody's" shall be
deemed to refer to any other nationally
recognized securities rating agency
designated by the Company, with notice to
the Trustee and the Remarketing Agent,
if any.
"Ordinance"
means the Ordinance duly adopted and approved by the Governing
Body of the Issuer on September 16, 2003,
authorizing the issuance and sale of
the Bonds and the execution of this
Agreement and the Indenture.
"Ordinary
Services" and "Ordinary Expenses" mean those services normally
rendered and those expenses, including
reasonable fees and expenses of Counsel,
normally incurred by a trustee or paying
agent under instruments similar to the
Indenture.
"Outstanding,"
"outstanding" or "Bonds Outstanding," in connection with the
Bonds means, as of the time in question,
all Bonds authenticated and delivered
under the Indenture, except:
A. Bonds
theretofore cancelled or required to be cancelled under
Section 210 or
712 of the Indenture;
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B. Bonds which
are deemed to have been paid in accordance with
Article IX of
the Indenture; and
C. Bonds
(including Bonds which are deemed to have been purchased
pursuant to
Sections 401(e), 402(c), 403(f) and 404(d) of the Indenture) in
substitution for
which other Bonds have been authenticated and delivered
pursuant to
Article II of the Indenture.
In determining whether the Owners of a
requisite aggregate principal amount of
outstanding Bonds have concurred in any
request, demand, authorization,
direction, notice, consent or waiver under
the provisions of the Indenture,
Bonds which are owned of record by the
Company or any affiliate thereof or held
by the Trustee for the account of the
Company shall be disregarded and deemed
not to be Outstanding under the Indenture
for the purpose of any such
determination (except that, in determining
whether the Trustee shall be
protected in relying upon any such request,
demand, authorization, direction,
notice, consent or waiver, only Bonds which
the Trustee knows to be so owned or
held shall be disregarded) unless all Bonds
are owned by the Company or any
affiliate thereof and/or held by the
Trustee for the account of the Company, in
which case such Bonds shall be considered
outstanding for the purpose of such
determination. For the purpose of this
definition, an "affiliate" of any
specified Person means any other Person
directly or indirectly controlling or
controlled by or under direct or indirect
common control with such specified
Person and "control," when used with
respect to any specified Person, means the
power to direct the management and policies
of such Person, directly or
indirectly, whether through the ownership
of voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings
correlative to the foregoing.
"Person" means
natural persons, firms, partnerships, associations, limited
liability companies, corporations, trusts
and public bodies.
"Prior
Agreement" means the Financing Agreement dated as of July 1,
1991,
entered into by and between the Issuer and
the Company in connection with the
issuance of the Prior Bonds.
"Prior Bonds"
means the $55,000,000 aggregate principal amount of Jasper
County, Indiana Collateralized Pollution
Control Refunding Revenue Bonds
(Northern Indiana Public Service Company
Project) Series 1991, which were
previously issued on July 9, 1991 by the
Issuer to refund obligations issued to
finance a portion of the cost of
acquisition, construction and installation of
the Project and which Bonds are to be
refunded with the proceeds of the Bonds.
"Prior
Indenture" means the Indenture of Trust securing the Prior
Bonds
between the Issuer and National City Bank
of Indiana, successor to Merchants
National Bank & Trust Company of
Indianapolis, as trustee, and dated as of July
1, 1991.
"Prior Trustee"
means the trustee under the Prior Indenture.
"Project" means
certain air and water pollution control, and sewage and
solid waste disposal facilities at Units 17
and 18 of the Company's Rollin M.
Schahfer Generating Station
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located in Jasper County, Indiana and owned
by the Company, as described in
Exhibit A to the Prior Agreement.
"Project and
Refunding Certificate" means the Company's certificate
delivered concurrently with the issuance of
the Bonds with respect to certain
facts which are within the knowledge of the
Company to enable Bond Counsel to
determine whether interest on the Bonds is
subject to income taxation under
applicable provisions of the Code.
"Recording
Officer" means the County Auditor of the Issuer.
"Registrar"
means the Paying Agent as provided in Section 204 of the
Indenture.
"Reimbursement
Agreement" means the Insurance Agreement dated as of
December __, 2003, by and between the
Company and the Insurer, and any and all
modifications, amendments and supplements
thereto.
"Remarketing
Agent" means the remarketing agent appointed in accordance
with Section 1301 of the Indenture and any
permitted successor thereto.
"Revenues" means
the amounts pledged under the Indenture to the payment of
principal of, premium, if any, and interest
on the Bonds, consisting of the
following: (i) all amounts payable from
time to time by the Company in respect
of the indebtedness under this Agreement,
and all receipts of the Trustee
credited under the provisions of the
Indenture against said amounts payable,
(ii) any portion of the net proceeds of the
Bonds deposited with the Trustee
under Section 703 of the Indenture and
(iii) any amounts paid into the Bond
Fund, including income on investments.
Revenues shall not include any amounts
payable by the Company to the Issuer
pursuant to Sections 4.2(g), 5.3 and 6.4 of
this Agreement.
"S&P" means
Standard & Poor's [Ratings Services], a Division of The
McGraw-Hill Companies, Inc., a corporation
organized and existing under the laws
of the State of New York, its successors
and their assigns, and if such
corporation shall be dissolved or
liquidated or shall no longer perform the
functions of a securities rating agency,
"S&P" shall be deemed to refer to any
other nationally recognized securities
rating agency designated by the Company,
with notice to the Trustee and the
Remarketing Agent, if any.
"State" means
the State of Indiana.
"Trust Estate"
means the property conveyed to the Trustee pursuant to the
Granting Clauses of the Indenture.
"Trustee" means
National City Bank of Indiana, the trustee named in the
Indenture, and any successor Trustee
pursuant to Section 1106 or 1109 of the
Indenture at the time serving as successor
Trustee thereunder.
All other terms
used herein which are defined in the Indenture shall have
the same meanings assigned them in the
Indenture unless the context otherwise
requires.
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ARTICLE II
REPRESENTATIONS
Section 2.1.
Representations and Covenants by the Issuer. The Issuer makes
the following representations and covenants
as the basis for the undertakings on
its part herein contained:
(a) The Issuer is a
duly organized and existing political subdivision
of the
State.
(b) The Issuer has
issued and there are now outstanding and unpaid
under the Prior
Indenture the Prior Bonds in an aggregate principal amount
of
$55,000,000.
(c) The Prior
Agreement and Prior Indenture are in full force and
effect, without
amendment or supplement thereto.
(d) No event has
occurred and is continuing under the provisions of
the Prior
Agreement or Prior Indenture which event now constitutes, or
with
the lapse of
time or the giving of notice, or both, would constitute an
event of default
under any of such prior documents.
(e) To provide for the
refunding of the Prior Bonds, the Issuer
proposes to
issue the Bonds in the amount and having the terms and
conditions
specified in Article II of the Indenture.
(f) The Bonds are to
be issued under and secured by the Indenture,
pursuant to
which certain of the Issuer's interests in this Agreement and
the respective
Revenues derived by the Issuer pursuant to this Agreement
will be pledged
and assigned to the Trustee as security for payment of the
principal of,
premium, if any, and interest on the Bonds.
(g) The Governing Body
of the Issuer has found that the refunding of
the Prior Bonds
will further the public purposes of the Act.
(h) Simultaneously
with the execution and delivery of this Agreement
and the
Indenture and the issuance of the Bonds, there have been
deposited
with the Prior Trustee the net
proceeds of the Bonds (other than accrued
interest
thereon, if any), which will be used to pay the principal of
the
outstanding and
unpaid Prior Bonds.
(i) The Issuer has not
assigned and will not assign its interest in
this Agreement
other than to secure the Bonds.
(j) No member of the
Board of Commissioners or of the County Council
of the Issuer,
nor any other officer or member of the Issuer and its
Economic
Development
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Commission, has
any interest, financial, employment or other, in the
Company or in
the transactions contemplated hereby.
(k) Neither the
execution and delivery of this Agreement, the
consummation of the transactions
contemplated hereby, nor the fulfillment
of or compliance
with the terms and conditions of this Agreement conflicts
with or results
in a breach of the terms, conditions or provisions of any
restriction or
any agreement or instrument to which the Issuer is now a
party or by
which it is bound, or constitutes a default under any of the
foregoing.
(l) When executed by
the Board of Commissioners of the Issuer, this
Agreement will
constitute a valid, binding and enforceable obligation of
the Issuer.
Section 2.2.
Representations and Covenants by the Company. The Company
makes the following representations and
covenants as the basis for the
undertakings on its part herein
contained:
(a) The Company is a
corporation duly incorporated under the laws of
the State and is
validly existing in that State, is qualified to do
business as a
foreign corporation in all other states and jurisdictions
wherein the
nature of the business transacted by the Company or the nature
of the property
owned or leased by it makes such licensing or qualification
necessary, has
power to enter into and by proper corporate action has been
duly authorized
to execute and deliver this Agreement.
(b) Neither the
execution and delivery of this Agreement, the
consummation of
the transactions contemplated hereby, nor the fulfillment
of or compliance
with the terms and conditions of this Agreement, conflicts
with or results
in a breach of any of the terms, conditions or provisions
of any corporate
restriction or any agreement or instrument to which the
Company is now a
party or by which it is bound, or constitutes a default
under any of the
foregoing, or results in the creation or imposition of any
lien, charge or
encumbrance whatsoever upon any of the property or assets
of the Company
under the terms of any instrument or agreement other than
the
Indenture.
(c) There have been
issued and there are now outstanding and unpaid
under the Prior
Indenture the Prior Bonds in an aggregate principal amount
of
$55,000,000.
(d) The Prior
Agreement and Prior Indenture are in full force and
effect, without
amendment or supplement thereto.
(e) No event has
occurred and is continuing under the provisions of
the Prior
Agreement or Prior Indenture which event now constitutes, or
with
the lapse of
time or the giving of notice, or both, would constitute an
event of default
under such prior documents.
(f) There will be
deposited with the Prior Trustee moneys and
securities,
including the net proceeds of the Bonds, in amounts sufficient
to pay the
principal of,
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premium and
accrued interest on all of the outstanding and unpaid Prior
Bonds on the
dates fixed for redemption.
(g) The statements,
information and descriptions contained in the
Project and Refunding
Certificate, as of the date hereof and at the time of
the delivery of
the Bonds to the initial purchasers thereof, are and will
be true, correct
and complete, do not and will not contain any untrue
statement or
misleading statement of a material fact, and do not and will
not omit to
state a material fact required to be stated therein or
necessary to
make the statements, information and descriptions contained
therein, in the
light of the circumstances under which they were made, not
misleading, and
the estimates and the assumptions contained in the Project
and Refunding
Certificate, as of the date hereof and at the time of the
delivery of the
Bonds to the initial purchasers thereof, are and will be
reasonable and
based on the best information available to the Company.
(h) All
authorizations, approvals, licenses, permits, consents and
orders of any
governmental authority, legislative body, board, agency or
commission
having jurisdiction of the matter which are required for the
due
authorization
of, which would constitute a condition precedent to, or the
absence of which
would materially adversely affect the due performance by
the Company of
its obligations under, this Agreement and the consummation
of the
transactions contemplated hereby have been duly obtained or will
be
obtained on or
before the date of issuance of the Bonds except for such
authorizations,
approvals, licenses, permits, consents and orders as may be
required under
the Blue Sky or securities laws of any state in connection
with the
offering and sale of the Bonds.
ARTICLE III
ISSUANCE OF THE BONDS
Section 3.1.
Agreement to Issue Bonds; Application of Bond Proceeds. In
order to provide funds to lend to the
Company to refund the Prior Bonds, the
Issuer agrees that it will issue under the
Indenture, sell and cause to be
delivered to the initial purchasers
thereof, its Bonds in an aggregate principal
amount of $55,000,000, bearing interest and
maturing as set forth in the
Indenture. Upon receipt of the net proceeds
the Issuer will (a) deposit in the
Bond Fund sums equal to the accrued
interest on the Bonds, if any, required to
be so deposited pursuant to Section 703 of
the Indenture and (b) cause, in
accordance with Article IV of the Prior
Indenture, the remainder of the proceeds
of the Bonds, to be used to pay to the
owners of the Prior Bonds that portion of
the principal of the Prior Bonds to be
retired thereby and cancelled by the
Prior Trustee upon the redemption thereof,
on the dates fixed for redemption of
the Prior Bonds. The Company covenants that
on or prior to the date of issuance
of the Bonds, such additional amounts as
may be required to redeem the Prior
Bonds will be deposited with the Prior
Trustee pursuant to the Prior Indenture
for such purpose.
Section 3.2.
Investments. Any moneys held as a part of the Bond Fund shall
be invested or reinvested by the Trustee at
the written direction of an
Authorized Company Representative as
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to specific investments, to the extent
permitted by law and in particular by the
Act, and consented to in writing by the
Insurer. In the absence of specific
instructions, the Trustee shall invest such
moneys in the Armada Money Market
Treasury Fund (so long as such fund is
rated AAAm-G, AAAm or AAm by S&P) or
other money market fund (so long as such
fund is rated AAAm-G, AAAm or AAm by
S&P) that invests exclusively in
short-term U.S. Treasury obligations including
repurchase agreements collateralized by
such treasury obligations and
when-issued securities, U. S. Treasury
bills, notes and other securities issued
or backed by the U. S. Government.
The investments
so purchased shall be held by the Trustee and shall be
deemed at all times a part of the Bond Fund
and the interest accruing thereon
and any profit realized therefrom shall be
credited to such fund, and any losses
resulting from such investment shall be
charged to such fund and paid by the
Company.
The Company
shall not direct the Trustee to make any investments or
reinvestments other than those specified in
the Act or otherwise permitted by
law. In making any such investments, the
Trustee may rely on directions
delivered to it pursuant to this Section,
and the Trustee shall be relieved of
all liability with respect to making such
investments in accordance with such
directions. The Company agrees that to the
extent any moneys in the Bond Fund
represent moneys held for the payment of
the principal of Bonds which have
become due at maturity or on a redemption
date and the premium, if any, on such
Bonds or interest due on Bonds in all cases
where Bonds have not been presented
for payment and paid or such interest is
unclaimed, or to the extent any moneys
are held by the Trustee for the payment of
the purchase price of Bonds which
have not been presented for payment, such
moneys shall not be invested.
Section 3.3.
Arbitrage Covenant. The Company covenants that none of the
proceeds of the Bonds or the payments to be
made under this Agreement, or any
other funds which may be deemed to be
proceeds of the Bonds pursuant to Section
148(a) of the Code, will be invested or
used in such a way, and that no actions
will be taken or not taken, to violate or
fail to comply with the Tax Agreement
and the applicable accounting, segregation,
reporting and rebate requirements,
if any, of Section 148 of the Code and any
regulations promulgated or proposed
thereunder.
Section 3.4.
Costs of Issuance. The Company covenants and agrees to pay all
costs incurred in connection with the
issuance of the Bonds and the Issuer shall
have no obligation with respect to such
costs.
ARTICLE IV
LOAN AND PROVISIONS FOR REPAYMENT
Section 4.1.
Loan of Bond Proceeds. (a) The Issuer agrees, upon the terms
and conditions in this Agreement, to lend
to the Company the gross proceeds
received by the Issuer from the sale of the
Bonds in order to refund the Prior
Bonds and the Company agrees to apply the
gross proceeds of such loan to the
refunding of the Prior Bonds.
-9-
<PAGE>
(b) The Issuer and the Company
expressly reserve the right to enter into,
to the extent permitted by law, an
agreement or agreements other than this
Agreement, with respect to the issuance by
the Issuer, under an indenture or
indentures other than the Indenture, of
obl
