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HomeMy WebLinkAbout1996-2228 - Ordinance - 12/12/1996ORDINANCE NO. 2228 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 1996, AND APPROVING AND AUTHORIZING INSTRUMENTS, DOCUMENTS, AND PROCEDURES RELATED THERETO, INCLUDING IMMEDIATE EFFECTIVENESS WHEREAS, at an election duly called and held for and within the City of College Station, Texas (the "Issuer" or the "City") on March 25, 1995, the duly qualified resident electors of the City authorized the City Council of the City (the "Council") to issue bonds of the maximum amount of $22,500,000 (the "1995 Authorization"), the Council has heretofore issued $4,700,000 of the 1995 Authorization and the Council now deems it to be in the best interest of the City to issue $5,300.000 of the 1995 Authorization, leaving $12,500,000 of the 1995 Authorization to be issued in the future; WHEREAS, the Council has heretofore issued $1,140,000 from Proposition No. I of the 1995 Authorization and now deems it to be in the best interest of the City to issue $1,930,000 from Proposition No. 1 of the 1995 Authorization, leaving $6,995,000 in bonds from Proposition No. 1 to be issued by the Council in the future; the Council has heretofore issued $400,000 from Proposition No. 2 of the 1995 Authorization and now deems it in the best interest of the City to issue $370,000 from Proposition 2 of the 1995 Authorization, leaving $830,000 in bonds from Proposition 2 to be issued by the Council in the future; the Council has heretofore issued $420,000 from Proposition 3 of the 1995 Authorization and now deems it to be in the best interest of the City to issue $280,000 from Proposition 3 of the 1995 Authorization, leaving $1,200,000 in bonds from Proposition 3 to be issued by the Council in the future; the Council has heretofore issued $395,000 from Proposition 4 of the 1995 Authorization and now deems it to be in the best interest of the City to issue $370,000 from Proposition 4 of the 1995 Authorization, leaving $1,040,000 in bonds from Proposition 4 to be issued by the Council in the future; the Council has heretofore issued $700,000 from Proposition 5 of the 1995 Authorization and now deems it to be in the best interest of the City to issue $1,200,000 from Proposition 5 of the 1995 Authorization, leaving $735,000 in bonds from Proposition 5 to be issued by the Council in the future; the Council has heretofore issued $935,000 from Proposition 6 of the 1995 Authorization, leaving $430,000 in bonds from Proposition 6 to be issued by the Council in the future; the Council has heretofore issued $280,000 from Proposition 7 of the 1995 Authorization and now deems it to be in the best interest of the City to issue $1,150,000 from Proposition 7 of the 1995 Authorization, leaving $200,000 in bonds from Proposition 7 to be issued by the Council in the future; and the Council has heretofore issued $430,000 from Proposition 8 of the 1995 Authorization, leaving $1,070,000 in bonds from Proposition No. 8 to be issued by the Council in the future; and WHEREAS, the City has issued the following described currently outstanding obligations (collectively, the "Refunded Obligations"): .Issue General Obligation Refunding Bonds, Series 1987 General Obligation Bonds, Series 1989 General Obligation and Refunding Bonds, Series 1991 Maturities Call Date Principal 1999 - 2004 2/15/97 $3,795,000 1999 - 2004 12/1/97 1,350,000 2004 - 2009 2/15/01 1,425,000 which the City desires to refund and retire with a portion of the proceeds of the Bonds issued hereunder; and WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as amended ("Article 717k"), authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangement for the discharge and final payment of the Refunded Obligations; WHEREAS, Article 717k further authorizes the City to enter into an escrow agreement with any paying agent for the Refunded Obligations with respect to the safekeeping, investment, reinvestment, administration, and disposition of any such deposit, upon such terms and conditions as the City and such paying agent may agree, provided that such deposits may be invested and reinvested in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; WHEREAS, Texas Commerce Bank National Association, as successor to First City, Texas - Houston, N.A. is the paying agent for the Refunded Obligations and the Escrow Agreement hereinafter authorized constitutes an escrow agreement of the kind authorized and permitted by Article 717k; WHEREAS, in accordance with Article 717k, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the refunding bonds hereinafter authorized; and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to Article 717k and Article 701 et. seq, Vernon's Texas Civil Statutes, as amended, and the Charter of the City; THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, THAT: Section I. Amount and Purpose of the Bonds. The bonds of the City are hereby authorized to be issued and delivered in the aggregate principal amount of $11,845,000, for purposes as follows: $1,930,000 for reconstructing, improving, and extending streets, including construction and improvement of sidewalks, traffic signals, and necessary drainage therefor, together with acquisition of any necessary right-of-way therefor; $370,000 for improving and extending sidewalks and bike paths, and landscaping major thoroughfares including improvements in the Northgate area; $280,000 for traffic management improvements, including but not limited to, installation of traffic signals, creation of continuous right turn lanes and intersection approaches, and construction of center lane medians; $370,000 for drainage improvement projects, including but not limited to the City's participation in projects and storm drain and channel improvements; $1,200,000 for construction of a new municipal library, including acquisition of necessary land, books, technology, and equipment therefor; $1,150,000 for parks and recreation facilities, including the acquisition of any necessary land therefor the initial development of a major athletic park; and $6,545,000 to refund the Refunded Obligations, to obtain a present value savings of $443,677.99, and to pay costs of issuance of the Bonds. Section 2. Desii~nation, Date~ Denominations, Interest Rates~ Numbers~ and Maturities of Bonds. Each bond issued pursuant to this Ordinance shall be designated "CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION AND REFUNDING BOND, SERIES 1996, and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated December 1, 1996, in the respective denominations and principal amounts hereinafter stated, payable to the respective initial registered owner thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner", "Owner", or "owner"). The term "Bonds" as used in this Ordinance shall mean and include collectively 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. The Bonds shall be numbered I-1 and R-1 upward, shall be in the denomination of $5,000 each or any integral multiple thereof, shall bear interest at the following per annum interest rates and shall mature and be payable serially on February 15 in each of the years and in the principal amounts, respectively as set forth in the following schedule: INTEREST INTEREST YEAR AMOUNT RATE YEAR AMOUNT RATE 1998 $ 505,000 7.50% 2007 $450,000 5.05% 1999 1,170,000 7.50 2008 460,000 5.05 2000 1,370,000 5.00 2009 465,000 5.15 2001 875,000 6.50 2010 270,000 5.25 2002 875,000 6.50 2011 285,000 5.35 2003 880,000 6.50 2012 300,000 5.45 2004 1,100,000 4.70 2013 315,000 5.50 2005 640,000 4.80 2014 335,000 5.50 2006 420,000 4.90 2015 355,000 5.50 2017 775,000 5.90 Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 3. Characteristics of the Bonds. (a) Registration~ Transfer~ and Exchange~ Authentication. The City shall keep or cause to be kept at the designated payment trust office of Texas Commerce Bank National Association, Houston, Texas (the initial "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 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 Bonds shall be made within three business days aider 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 this Ordinance. Registration of assignments, transfers, and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in subsection (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 Bonds 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 printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Article 717k-6, Vernon's Texas Civil Statutes, as amended, 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 cer- tificate, 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, ap- proved by the Attorney General, and registered by the Comptroller of Public Accounts. (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 Ordinance. 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. The Mayor and City Secretary are hereby authorized to execute an agreement with the Paying Agent/Registrar substantially in the form presented at this meeting. (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 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) shall have the principal of and interest on the Bonds 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 this Ordinance. The Bond initially issued and delivered pursuant to this Ordinance numbered I-1 (the "Initial Bond") shall be delivered to the initial purchaser and is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for the Initial Bond or 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 agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to 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 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/Regis- trar 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 a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Section 4. Form of Bonds. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Statement of Insurance, and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Initial Bond, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. FORM OF BOND FORM OF DEFINITIVE BOND NO. R- $ PRINCIPAL AMOUNT United States of America State of Texas CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION AND REFUNDING BOND, SERIES 1996 INTEREST RATE MATURITY DATE ISSUE DATE CUSIP NO. December 1, 1996 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE, specified above, THE CITY OF COLLEGE STATION, TEXAS (the "City"), a home rule city and municipal corporation located in Brazos County, 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 from the Issue Date, specified above, on August 15, 1997, and semiannually on each February 15 and August 15 thereafter to the Maturity Date, or the date of redemption prior to maturity, at the Interest Rate per annum, specified above, computed on the basis of a 360- day year of twelve 30-day months; 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 payment office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Houston, Texas, or its successor, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying 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/Regis- trar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond adopted on December 12, 1996 (the "Ordinance") 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 last business day of the month next preceding each such date (the "Record Date") on the books of registration kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. THIS BOND is one of a series of Bonds authorized in accordance with the laws of the State of Texas in the original principal amount of $11,$45,000, for purposes as follows: $1,930,000 for reconstructing, improving, and extending streets, including construction and improvement of sidewalks, traffic signals, and necessary drainage therefor, together with acquisition of any necessary right-of-way therefor; $370,000 for improving and extending sidewalks and bike paths, and landscaping major thoroughfares including improvements in the Northgate area; $250,000 for traffic management improvements, including but not limited to, installation of traffic signals, creation of continuous right turn lanes and intersection approaches, and construction of center lane medians; $370,000 for drainage improvement projects, including but not limited to the City's participation in projects and storm drain and channel improvements; $1,200,000 for construction of a new municipal library, including acquisition of necessary land, books, technology, and equipment therefor; $1,150,000 for parks and recreation facilities, including the acquisition of any necessary land therefor the initial development of a major athletic park; and $6,545,000 to refund the Refunded Obligations and to pay costs of issuance of the Bonds. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS SET FORTH IN THIS SPACE. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary of the City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. CITY OF COLLEGE STATION XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX City Secretary Mayor [Form of Back Panel of Definitive Bond] THE BONDS are issued pursuant to the Ordinance whereunder the City covenants to levy a continuing direct annual ad valorem tax on taxable property within the City, not to exceed $2.50 per assessed $100 valuation, as provided in Article XI, Section 5 of the Texas Constitution, for each year while any part of the Bonds are considered outstanding under the provisions of the Ordinance, in sufficient amount to pay interest on each Bond as it becomes due, to provide a sinking fund for the payment of the principal of the Bonds when due, and to pay the expenses of assessing and collecting such tax, all as more specifically provided in the Ordinance. Reference is hereby made to the Ordinance for provisions with respect to the custody and application of the City's funds, remedies in the event of a default hereunder or thereunder, and the other rights of the registered owner. THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the designated corporate office of the Paying Agent/Registrar. If this Bond is being transferred, it shall be duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner, or his authorized representative, subject to the terms and conditions of the Ordinance. ANY ACCRUED INTEREST DUE at maturity or 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 designated payment office of the Paying Agent/Registrar. The City 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 "Inter- est and Sinking Fund" created 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. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the designated payment office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due. THE CITY RESERVES THE RIGHT to redeem the Bonds maturing in the years 2008 through 2015, inclusive, prior to their scheduled maturities, in whole or in part, in integral multiples of $5,000, on February 15, 2007, or on any date thereafter, and to redeem the Bonds maturing February 15, 2017 prior to their scheduled maturity, in whole or in part, on February 15, 1999, or on any date thereafter. Such optional redemptions shall be at a redemption price of par plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the particular Bonds to be redeemed shall be selected by the City in integral multiples of $5,000 within any one maturity. At least 45 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 given by the City to the Paying Agent/Registrar, and the Paying Agent/Registrar shall send a copy of such notice at least 30 days prior to the date fixed for redemption by United States mail, first class, postage prepaid, addressed to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the Registration Books; provided, however, that the failure to send, mail, or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THE BONDS SCHEDULED to mature on February 15, 2017 are subject to mandatory redemption prior to maturity, and shall be redeemed by the City prior to maturity, with funds derived from the Interest and Sinking Fund, at a redemption price equal to the principal amount thereof, plus accrued interest from the most recent interest payment date to the date of redemption and without redemption premium, on February 15 of each year and in the principal amounts, respectively, set forth below: Year Principal Amount 2016 $375,000 20 i 7 400,000 (final maturity) ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the 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 any integral multiple of $5,000 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 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 any integral multiple of $5,000 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 person requesting such transfer and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for transferring and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the person requesting such assignment, transfer, or exchange, as a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the City. The Paying Agent/Registrar shall not be required to make any such transfer or exchange (i) during the period of 15 days next preceding an interest payment date or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the 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. 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 City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the City. IT IS HEREBY CERTIFIED, RECITED, AND COVENANTED THAT this Bond has been duly and validly authorized, issued, and delivered; 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; and ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. FORM OF INITIAL BOND The Initial Bond shall be in the form set forth above for the Definitive Bonds, except the following; shall replace the heading; and the first four paragraphs: NO. I-1 $11,845,000 United States of America State of Texas CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION AND REFUNDING BOND, SERIES 1996 Issue Date: DECEMBER 1, 1996 Registered Owner: SOUTHWEST SECURITIES, INC. Principal Amount: ELEVEN MILLION, EIGHT HUNDRED FORTY-FIVE THOUSAND DOLLARS ($11,845,000) THE CITY OF COLLEGE STATION, TEXAS (the "City"), for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered assigns thereof (the "Registered Owner"), the Principal Amount, specified above, with principal installments payable on February 15 in each of the years, and bearing interest at per annum rates in accordance with the following schedule: YEARS OF STATED MATURITIES PRINCIPAL INTEREST INSTALLMENTS RATES $ % (Information to be inserted from schedule in Section 2 hereof.) INTEREST on the unpaid Principal Amount hereof from the Issue Date, specified above, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for shall be paid computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing August 15, 1997. 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 final payment of principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at final maturity, at the designated payment office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Houston, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of principal installments and interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the Record Date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required 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, postage prepaid, on each such payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The record date ("Record Date") for payments hereon means the last business day of the month preceding a scheduled payment. The City covenants with the Registered Owner that no later than each principal installment payment date and interest payment date for this Bond it will make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due, in the manner set forth in the ordinance authorizing the issuance of the Bonds adopted by the City Council of the City on December 12, 1996 (the "Ordinance"). FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE [Not included on Initial Bond] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of this Bond and that this Bond has been issued in exchange for a bond, 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. Dated TEXAS COMMERCE BANK NATIONAL ASSOCIATION, HOUSTON, TEXAS Paying Agent/Registrar By. Authorized Signatory FORM OF STATEMENT OF INSURANCE STATEMENT OF INSURANCE Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the following provisions with respect to the City of College Station, Texas General Obligation and Refunding Bonds, Series 1996 (the "Bonds"), such policy being on file at the principal office of the Paying Agent/Registrar. Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for payment means, with respect to the principal, the stated maturity date thereof, or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which the payment of principal of the Bonds is due by reason of call for redemption (other than mandatory sinking fund redemption), acceleration, or other advancement of maturity, and with respect to interest, the stated date for payment of such interest. Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Bondholder or the Paying Agent/Registrar to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer to the Paying Agent/Registrar, Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., or its successor as its agent (the "Fiscal Agent"), sufficient to make the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder. As used herein, the term "Bondholder" means the person other than the Issuer as such term is defined in the bond documents, who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof. The policy is non-cancellable for any reason. FINANCIAL GUARANTY INSURANCE COMPANY FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative or attorney thereof, hereby assigns this Bond to / / (Assignee's Social Security or Tax Payer Identification number) Print or type 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. 10 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. 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. The following abbreviations, when used in the assignment above or on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenant with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minor Act (State) Additional abbreviations may also be used though not in the list above. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS [To be printed on or attached to the Initial Bond] 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 of the State of Texas [END OF FORMS] Section 5. Tax Levy. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the Council shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of the original principal amount of said Bonds as a sinking fund 11 each year); and said tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 6. Disposition of Bond Proceeds. The proceeds of the Bonds shall be used as follows: (a) Interest and Sinking Fund. An amount equal to the accrued interest on the Bonds from the date of the Bonds to the date of delivery to the Initial Purchaser, plus any premium paid by the Initial Purchaser, shall be deposited in the Interest and Sinking Fund. (b) Escrow Fund. $6,816,831.68 consisting of $145,000 of available money is hereby appropriated and $6,671,831.68 of the proceeds of the Bonds shall be deposited to credit of the Escrow Fund, established in accordance with the provisions of the Escrow Agreement, which proceeds and other funds on deposit in the Escrow Fund and received from the investment thereof, shall be used to defease the Refunded Obligations. (c) Construction Fund. The proceeds of the Bonds remaining after the above described deposit into the Interest and Sinking Fund and the Escrow Fund shall be placed in the Construction Fund (hereby created with a depository bank of the City) to be used by the City for the purposes for which the Bonds are issued, including the payment of the principal of the Refunded Obligations, and, to the extent not otherwise provided for, to pay expenses arising in connection with the issuance of the Bonds. Section 7. Investments and Security. (a) Investment of Funds. Except as otherwise provided herein, the City may place money in any fund created by this Ordinance in time or demand deposits or invest such money as authorized by law and the City's investment policies at the time of such deposit; provided, however, that the City hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. Obligations purchased as an investment of money in a fund shall be deemed to be a part of such fund. (b) Amounts Received from Investments. Except as otherwise provided by law, amounts received from the investment of any money in any fund created by this Ordinance, shall belong to the fund from which the money for such investment was taken. (c) Security for Funds. Ali funds created by this Ordinance shall be secured in the manner and to the fullest extent required by law for the security of funds of the City. Section 8. Remedies of Owners. In addition to all rights and remedies of any owner of the Bonds provided by the laws of the State of Texas, the City and the Council covenant and agree that in the event the City defaults in the payment of the principal of or interest on any of the Bonds when due, fails to make the payments required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or performance of any of the covenants, conditions, or obligations set forth in this Ordinance, the owner of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Council and other officers of the City to observe and perform any covenant, obligation, or condition prescribed in this Ordinance. No delay or omission by any owner to exercise any right or power accruing to such owner upon default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient. The specific remedies mentioned in this Ordinance shall be available to any owner of any of the Bonds and shall be cumulative of all other existing remedies. 12 Section 9. Defeasance of 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 8, when payment of the principal of such 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 (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 (A) lawful money of the United States of America sufficient to make such payment or (B) Government Obligations (hereinafter defined) 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. 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 ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any money 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 the Bonds 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 the principal of and interest on 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 10. 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. (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 13 (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, as amended, 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 3(a) of this Ordinance for Bonds issued in exchange for other Bonds. Section I1. Custody, Ani~roval, and ReRistration of Bonds~ Bond Counsel's Opinion, and CUSIP Numbers. The Mayor of the City is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Initial Bond 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 the Initial Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the Akin, Gump, Strauss, Hauer & Feld, L.L.P., Bond Counsel, and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the conveni- ence and information of the registered owners of the Bonds. Section 12. Covenants of the City. (a) General Covenants. The City covenants and represents that: (i) The City is a duly incorporated Home Rule City, having more than 5000 inhabitants, operating and existing under the laws of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds; ali action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the City in accordance with their terms; and (ii) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over other Bonds. (b) Specific Covenants. The City covenants and represents that, while the Bonds are outstanding and unpaid, it will: (i) Levy an ad valorem tax that will be sufficient to provide funds to pay the current interest on the Bonds and to provide the necessary sinking fund, all as described in this Ordinance; and (ii) Keep proper books of record and account in which full, true, and correct entries will be made of all dealings, activities, and transactions relating to the Funds created pursuant to this Ordinance, and all books, documents, and vouchers relating thereto shall at all reasonable times be made available for inspec- tion upon request from any owner. 14 (c) Covenants Regarding Tax Matters. The City covenants to take any action to maintain, or refrain from any action which would adversely affect, 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 "gross income" for federal income tax purposes. In furtherance thereof, the City specifically covenants as follows: (i) To refrain from taking any action which would result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (ii) To take any action to assure that no more than 10% of the proceeds of the Bonds or the projects financed therewith are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10% of the proceeds or the projects financed therewith are so used, that 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% of the debt service on the Bonds, in contravention of section 141(bX2) of the Code; (iii) To take any action to assure that in the event that the "private business use" described in paragraph (ii) hereof exceeds 5% of the proceeds of the Bonds or the projects financed therewith, then the amount in excess of 5% 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; (iv) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or $% of the proceeds of the Bonds 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; (v) To refrain from taking any action which would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, 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. (vii) 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); (viii) Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, 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% of the "Excess Earnings," within the meaning of section 148(0 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% of the amount then required to be paid as a result of Excess Earnings under section 148(0 of the Code; and (ix) To maintain such records as will enable the City to fulfill its responsibilities under this subsection and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Bonds. For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred proceeds and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded bonds. 15 The covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of Treasury pursuant thereto. 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 modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income 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 exclusion from gross income of interest on the Bonds under section 103 of the Code. Proper officers of the City charged with the responsibility of issuing the Bonds are hereby authorized and directed 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. Notwithstanding any other provision in this Ordinance, to the extent necessary to preserve the exclusion from gross income of interest on the Bonds under section 103 of the Code the covenants contained in this subsection shall survive the later of the defeasance or discharge of the Bonds. Section 13. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payment of principal of or interest on any of the Bonds when due, or (b) fails to make the payments required to be made to any fund created hereunder in the amounts and at the times required, or (c) defaults in the observance or performance of any other oft he covenants, conditions, or obligations set forth in this Ordinance, the registered owner(s) of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the City and other officers of the City to observe and perform any covenant, obligation, or condition prescribed in this Ordinance; no delay or omission to exercise any right or power accruing upon any default shall impair any such power or right or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of any other available remedies and the specification of such shall not be deemed to be exclusive. Section 14. Ordinance a Contractl Amendments. This Ordinance shall constitute a contract with the owners, from time to time, of the Bonds, binding on the City and its successors and assigns, and shall not be amended or repealed by the City as long as any Bond remains outstanding except as permitted in this Section. The City may, without the consent of or notice to any owners, amend, change, or modify this Ordinance as may be required (i) by the provisions hereof, (ii) in connection with the issuance of any additional bonds, (iii) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or {iv) in connection with any other change which is not to the prejudice of the owners. The City may, with the written consent of the owners of a majority in aggregate principal amount of Bonds then outstanding affected thereby, and the insurer of any Bonds amend, change, modify, or rescind any provisions of this Ordinance; provided, however, without the consent of all of the owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on additional bonds on a parity with the lien of the Bonds, (ii) give any preference of any Bond over any other Bond, (iii) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of Bonds required for consent to any such amendment, change, modification, or rescission. Whenever the City shall desire to make any amendment or addition to or rescission of this Ordinance requiring consent of the owners, the City shall cause notice of the amendment, addition, or rescission to be given as described above for a notice of redemption and give written notice to any insurer and Standard & Poor's Ratings Group. Whenever at any time within one year after the date of the giving of such notice, the City shall receive an instrument or instruments in writing executed by any insurer and the owners of a majority in aggregate principal amount of the Bonds then 16 outstanding affected by any such amendment, addition, or rescission requiring consent, which instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the City may adopt such amendment, addition, or rescission in substantially such form, except as herein provided. No owner or insurer may therea~er object to the adoption of such amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission shall be fully effective for all purposes. Section 15. Book-Entry Only System. It is intended that the Bonds initially be registered so as to participate in a securities depository system (the "DTC System") with The Depository Trust Company, New York, New York, or any successor entity thereto ("DTC"), as set forth herein. The definitive Bonds shall be issued in the form of a separate single definitive Bond for each maturity. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including a "Letter of Representation" (the "Representation Letter"). 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 broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an "Indirect Participant"). 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 Depository Participant with respect to any ownership interest in the Bonds, or (ii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a registered owner of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, 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 or drafts being mailed to the holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and Depository Participants of the availability within a reasonable period of time through DTC of certificated certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever names the registered owners of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. 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 of DTC, all payments with respect to principal of, premium, if any, 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. 17 Section 16. Sale of Bonds. The Bonds are hereby sold and shall be delivered to underwriters represented by Southwest Securities, Inc. (collectively, the "Underwriter"), pursuant to the terms and provisions of the Purchase Contract presented to the Council at the meeting at which this Ordinance is considered, which Purchase Contract is hereby approved and the Mayor is hereby authorized to execute and deliver such agreement on behalf of the City. The officers of the City are hereby authorized and directed to execute and deliver such certificates, instructions, or other instruments as are required or necessary to accomplish the purposes of this Ordinance. Section 17. Approval of Escrow Agreement. The Escrow Agreement dated as of December 1, 1996 between the City and the Escrow Agent is hereby approved and the Mayor of the City is hereby authorized and directed to execute and deliver, and the City Secretary of the City is hereby authorized and directed to attest the Escrow Agreement. Section 18. Funds Appropriated. The Council hereby appropriates from lawfully available money sufficient sums to pay the interest on the Refunded Obligations on the date of redemption and to pay interest to accrue on the Bonds on the first interest payment date specified in this Ordinance. Section 19. Approval of Official Statement. The City hereby approves the form and content of the Official Statement relating to the Bonds, and any addenda, supplement, or amendment thereto and approves the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchasers 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. It is further officially found determined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects to the best knowledge and belief of the Council. The form and content of and the distribution and use of the Preliminary Official Statement dated December 5, 1996, prior to the date hereof is hereby ratified and confirmed. The Council finds and determines that the Preliminary Official Statement is "deemed final" as that term is defined in 17 C.F.R. Section 240.15c2-12. Section 20. Continuing Disclosure Undertakim~. (a) Definitions. The following terms used in this Section shall have the meanings set forth below: "MSRB" means the Municipal Securities Rulemaking Board. "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. "Rule" means the rule set out at 17 C.F.R. §240.15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SlD" 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. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months at, er the end of each fiscal year ending in or after 1996, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 37 of this Ordinance, being the information described in Exhibit A hereto. Any financial statements to be so provided shall be (1) prepared in accordance with the accounting principles described in Exhibit A hereto 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, the City shall provide unaudited statements by the required date and provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements becomes available. 18 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 Section. The financial information and operating data to be provided pursuant to this Section 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 NRMSlR and any SID or filed with the SEC. (c) 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 to a decision to purchase or sell the Bonds: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to rights of holders of the Bonds; (viii) Bond calls; (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds; and (xi) 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 this Section by the time required by this Section. (d) 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 35 that causes Bonds no longer to be outstanding and any call of Bonds made in connection therewith. The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitab]e 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 City'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 Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO TIlE OWNER 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. No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any provisions of this Ordinance other than this Section. 19 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, supplemented, or repealed by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, or a change in the identity, nature, status, or type of operations oft he City, but only if (1) the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering 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 Owners of 51% in aggregate principal amount of the Outstanding Bonds consent to such amendment, supplement, or repeal or (b) a person that is unaffiliated with the City (such as Bond Counsel determines that such amendment, supplement, or repeal will not materially impair the interest of the registered owners and beneficial owners of the Bonds. The City may also amend or repeal the provisions of this Section 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 Bonds in the primary offering of the Bonds. Section 21. Matters Related to RefundinR. (a) In order that the City shall satisfy in a timely manner all of its obligations under this Ordinance, the Mayor of the City and all other appropriate officers and agents of the City are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Obligations, including, without limitation, executing and delivering on behalf of the City all certificates, consents, receipts, requests, notices, and other documents as may be reasonably necessary to satisfy the City's obligations under this Ordinance and to direct the transfer and application of funds of the City consistent with the provisions of this Ordinance. Co) The City hereby irrevocably calls the Refunded Obligations for redemption prior to maturity on the dates set forth in, and authorizes and directs notices of such redemption to be given as provided in, the forms attached hereto as Exhibit "B". (c) No money of the City other than proceeds of the Bonds and the amount specified in Section 16 hereof shall be used to refund the Refunded Obligations. Section 22. Further Procedures. The Mayor, the City Secretary, the Executive Director, Fiscal and Human Resources,, the City's Financial Advisor, and ali other officers, employees, attorneys, and agents of the City, and each of them, shall be and they are hereby expressly 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 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 Escrow Agreement, and the Official Statement. Prior to the initial delivery of the Bonds, the Mayor and Bond Counsel to the City are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized 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, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. Section 23. Miscellaneous. (a) Incorporation of Preamble. The preamble to this Ordinance is incorporated by reference in this Ordinance. (b) Titles Not Restrictive. The titles assigned to the various sections of this Ordinance are for convenience only and shall not be considered restrictive of the subject matter of any section or of any part of this Ordinance. 2O (c) Inconsistent Provisions. All ordinances, orders, and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. (d) Severabilit¥. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this Ordinance or the application thereof to any person or circumstances shall be held to be invalid, the remainder of this Ordinance shall nevertheless be valid and the Council hereby declares that this Ordinance would have been enacted without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions. (e) Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas. (f) Open Meeting. The City officially finds and determines the meeting at which this Ordinance is adopted was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as required by Chapter 551, Texas Government Code, as amended. (g) Effective Date. This Ordinance shall take effect and be in full force and effect from and after the date of its passage, and it is so ordained. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS this 12th day of December, 1996, at which meeting a quorum was present. ATTEST: /s/ Lynn Mcllhaney Mayor, City of College Station, Texas /s/ Connie Hooks City Secretary, City of College Station, Texas 21 Exhibit A DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 20 of this Ordinance Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually accordance with such Section are set forth in the Official Statement under Tables 1 through 16 and Appendices C and D thereto. ill Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements attached to the Official Statement as Appendices C and D, as such principles may be changed from time to time to comply with state law or regulation. A-1 Exhibit B NOTICES OF PRIOR REDEMPTION NOTICE OF REDEMPTION To the Holders of THE FOLLOWING NAMED SERIES OF CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 1987 DATED JULY 15, 1987 NOTICE IS HEREBY GIVEN that the City of College Station, a political subdivision of the State of Texas (the "Issuer"), has called for redemption ON FEBRUARY 15, 1997 AT 100% OF PAR PLUS ACCRUED INTEREST the following described outstanding General Obligation Refunding Bonds (the "Bonds") of the Issuer as follows: MATURITY DATE February 15 PRESENT CUSIP NUMBER PRINCIPAL AMOUNT 1999 194468 HF 4 $ 985,000 2000 194468 HG 2 960,000 2001 194468 HH 0 470,000 2002 194468 HJ 6 465,000 2003 194468 HK 3 460,000 2004 194468 HL I 455,000 TOTAL $3~795~000 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing Texas Commerce Bank National Association, Dallas, Texas, as successor to First City National Bank of Houston, Houston, Texas, the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemp- tion date. In the event the Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following address: By Hand Bond Payment Unit 1201 Main, lSth Floor Dallas, Texas 75202 By Mail Bond Payment Unit P.O. Box 2320 Dallas, Texas 75221-2320 EXECUTED UNDER MY HAND and seal of office this December 12, 1996. /s/ Lynn Mcllhaney Mayor, City of College Station, Texas B-I In compliance with current federal tax law and broker reporting requirements, the Paying Agent is required to withhold 31% of the principal amount of your proceeds unless it is provided with your Social Security Number or federal employer identification number properly certified. Any questions regarding this notice may be addressed to (214) 672-5125. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, AS PAYING AGENT B-2 NOTICE OF REDEMPTION To the Holders of THE FOLLOWING NAMED SERIES OF CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION BONDS, SERIES 1989 DATED NOVEMBER 1, 1989 NOTICE IS HEREBY GIVEN that the City of College Station, a political subdivision of the State of Texas (the "Issuer"), has called for redemption ON DECEMBER 1, 1997 AT 100% OF PAR PLUS ACCRUED INTEREST the following described outstanding General Obligation Bonds (the "Bonds") of the Issuer as follows: MATURITY DATE December I PRESENT CUSIP NUMBER PRINCIPAL AMOUNT 1999 194468 JE $ $ 225,000 2000 194468 ,IF 2 225,000 2001 194468 JG 0 225,000 2002 194468 JH 8 225,000 2003 194468 JJ 4 225,000 2004 194468 JK I 225~000 TOTAL $1~350~000 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing Texas Commerce Bank National Association, Dallas, Texas, as successor to First City, Texas - Houston, N.A., Houston, Texas, the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following address: By Hand Bond Payment Unit 1201 Main, 18th Floor Dallas, Texas 75202 By Mail Bond Payment Unit P.O. Box 2320 Dallas, Texas 75221-2320 EXECUTED UNDER MY HAND and seal of office this December 12, 1996. /s/ Lynn Mcllhaney Mayor, City of College Station, Texas B-3 In compliance with current federal tax law and broker reporting requirements, the Paying Agent is required to withhold 31% of the principal amount of your proceeds unless it is provided with your Social Security Number or federal employer identification number properly certified. Any questions regarding this notice may be addressed to (214) 672-5125. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, AS PAYING AGENT 13-4 NOTICE OF REDEMPTION To the Holders of THE FOLLOWING NAMED SERIES OF CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 1991 DATED NOVEMBER 15, 1991 NOTICE IS HEREBY GIVEN that the City of College Station, a political subdivision of the State of Texas (the "Issuer"), has called for redemption ON FEBRUARY 15, 2001 AT 100% OF PAR PLUS ACCRUED INTEREST the following described outstanding General Obligation and Refunding Bonds (the "Bonds") of the Issuer as follows: MATURITY DATE February 15 PRESENT CUSIP NUMBER PRINCIPAL AMOUNT 2004 194468 JX 3 $ 225,000 2005 194468 JY I 225,000 2006 194468 JZ 8 225,000 2007 194468 KAI 225,000 2008 194468 KB 9 225,000 2009 194468 KC 7 250~000 TOTAL $1~425~000 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing Texas Commerce Bank National Association, Dallas, Texas, as successor to First City, Texas - Houston, N.A., Houston, Texas, the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following address: By Hand Bond Payment Unit 1201 Main, 18th Floor Dallas, Texas 75202 By Mail Bond Payment Unit P.O. Box 2320 Dallas, Texas 75221-2320 EXECUTED UNDER MY HAND and seal of office this December 12, 1996. /s/ Lynn Mcllhaney Mayor, City of College Station. Texas In compliance with current federal tax law and broker reporting requirements, the Paying Agent is required to withhold 31% of the principal amount of your proceeds unless it is provided with your Social Security Number or federal employer identification number properly certified. B-5 Any questions regarding this notice may be addressed to (214) 672-5125. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, AS PAYING AGENT B-6