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1982
'i ,1hs' 4 ~ ~.rb c ~ , 'r~~a ~r.d•Ylf~.~1X.L; M4~ J.3 S~T i~`y~~'~r ' 1~',~•,+ lie J:', rtrl~ki dIJ,',~dy~7a ° ,+)xK :rl,,NFa r.c r6, f~., ' P MK r.R~,~ergr yqr-s,'r/i'ra+~ 1ar~'!'r+~~~►~'~~I.'{rJia' +'a ff~i.S~N'eN«.,iNii~"~ " ~`'i Ff9'f c a ~ 4~ y ~ ~v 1 T ♦ky't'.Y ~`Nf} ] ! ~r ~!1 1 r~ .1 i ~ 1 ~ O'~'r ~11.".: Ir rJi'v1':~. d,>~~Yl.''~$~fr v`yl Y(n 1f+lk.'fl•`~V r~I r- r 14'~!k ~ •4111! ~ ~ :Ipk r~~~~t~~ 1., i41~~Y~ rr~ r i4i.,~Y3"w i ~1 ,~l' Sf ,fir. "•A' .~4'-..~~ 'r, n< y.N wr, y ,I ;r✓ 1 1 r 1i i77Y7M O7lIYOM10V •{1V \1 YO LN O. 7O Y7/1.VM aOYV IlYA 1~0 LMM/770/M•0/{V U.,MA {{7Y\V .OIIOOi{00 SN0113nmiswl lV1:12ops l T tC0 Tr 1i'?CAa CERTIFICATE FOR RESOLUTION APPROVING AN AGREEMENT by CITY OF DENTON INDUSTRIAL DEVELO141ENT AUTHORITY TO IS;iUL BONDS FOR UN10N CAMP COkPORAT10N AND THE RESOMIT10N AUThORIZIN(; '11HF; ISSUANCE OF' SUCH BOND;; AND APPROVI W; 110CUMENTs Thh STATE OF TEXAS CITY OF DENTON, TLAXAS We the undersigrlOd of€i.cers of the City Council of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 30TH DAY OF NOVEMBER, 1982, r,t the designated meeting place, and the roll was called of the duly con- stituted offi,-,ers and n,eribers of said City Council, to-wit: Lichard D. Stewart, Mayor Charlotte Allen, Secretary Mark Chew Jack Barton Charles Hopkins Dr. A. Ray Stephens Jim Riddlesperger Joe Alford and all of said persons were present, except the following absentees: ---~o,I - thus constituting a quorum. Wh%reupoi,, among other business, the following was transacted at said 1;eeting: a written RESOLI TION APPROVING AN AGRE'-;MENT BI CITY OF DE1 TON INDUSTRIAL DEVELOPI~',FINT AUTHGRITY TO ISSUE BONDS FOR UNION CA14P CORPORATION FACILITY AND THE RLSOLUT'ION AUTHORIZING TilL ISSUANCE OF SUCH BONDS AND APPROVING DOCUMENTS was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the ad(ihtion of aaid Resolution, provailyd and carrieu by the following votf? . w AYES: All members of said City Council shown present above voted "Aye;". NUE'S: A1~ ABSTENTIONS: That a true, full, and correct copy of the afore- said kesolution adol)ted at the Meeting described in the abovt, and foregoing paragraph is attached to and follows this Certificate; that said Resolution har,, been duly re- corded in said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph area the duly chosen, qualified, arid actinc, officers and members of said Board as indicated therein; and that Brach of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose: of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at baid Meeting, and each of said officers and members consented, in advance;, to the holding of said Meeting for such purpose; and that said Meeting was operl to the public, and public notice of the time, place, and purpose of said Mectirg was givers, all as required by Vernon' Ann. Civ. Stat. Article 6252-17. i J SIC QED AND SEALED the 30th day of November, 1982. It Secre,t< - - y ry ay r _ (SEAL) I RESOLUTION APPROVING AN AGREEMf,N1, BY CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY TO ISSUE BONDS FUR UNION CAMP CORPORATION FACII,I1'Y AND THE RESOLUTION AUTHORIZING TrIE ISSUANCE OF SUCH BONDS AND APPROVING DOCUMENIS THE STATE OF TEXAS ; CITY OF DENTON WHEREAS, the City of Denton Industrial Development Authority was created under the auspices of the City of Dejnton, Texas; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted. THEREFORE, 13E IT RESOLVED BY TILE CITY COUNCIL 01' THE CITY OF DENTON, TEXAS ThhT: Section 1. The Loan Agreement between City of Denton Industrial Development Authority and Union Camp Corporation, ir, bubstantially the form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved, and Bonds in the principal amount of $3,000,000, may be issued pursuant thereto for the purpose of paying the cost of acquiring and constructing or causing to be acquired and constructed the Project as defined hrid described therein. Section 2. The "Resolution of City of Denton Indus- trial Development Authority Authorizing the Issuance o° Bona, zrnd Approving Documents, in substantially the form and substance attached to this Resolution and made a part hereof for all purposes, is hereby specifically approved, and the bends may be issued as provided therein. RESOLUTION OF C1TY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY AUTHOR121NG ISSUANCE OF BGNI)S AND APPROVING DOCUMENTS WHEREAS, the Uevelopment Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended (the "Act"), authorizes and empowers the City of Denton Industrial Development Authority (tire "Corporation") to issue revenue bonds on behalf of the City of Denton, Texas (the "Unit"), to finance they cost of projects compris- ing land, buildings, equipment, facilitiu!:, and improvements, found by the Board of Directors of the Corporation (the "Board") to be required or suitable for the promotion of n anufacturirrg development and expansion and for the indus- trial development and expansion of industrial facilities and in furtherance of the public purposes of the Act; and WHEREAS, the Board adopted a resolution on February 22, 1982, pursuant to which the Corporation a(ji ted to provide for the financing of the cunt of the project (the "Project") of Union Camp Corporation (the "UEer"), a Virginia corpo- ration, ;ah.ch was initially described in eaid resolution and is more fully described in Exhibit B to the Loan Agreement between the Corporation arid the User referenced below, ill accordance with the provisions of the Act; and WHEREAS, for purposes of financing the cost of the Project, the Corporation now desires (i) to authorize the issuanc(- of its Revenue Bonds, Series 1961 (Union Camp Corporation Project) (the "bonds"), in the maximur, aggregate principal amount of $3,000,000, pursuant to the terms and provisions of the Trust Indenture (hereinafter defined) (ii) to provide for thu ;ale of the bonds to the purchaser described herein, (iii) to provide fur the payment of the principal of and premium, if any, arid interest on the bonds with revenues derived from the loan of r,)roceeds of the sale of the bor,cis to the User to finance they costs of the Project pursuant to ttw terms and provisions ut the Loan Agreement and (iv) to take and authorize certain other actions in the connection with the foregoing; and WHEREAS, the Board has been presented with and has exanined a proposed form of the Indenture of Trust and the Board finds that thv form and substance of such document is satisfactory and the recitalb and findings contained therein are true, correct and complete and hereby adopts r,nd incor- purates by reference suci-, recitalt; and findings a,, if set forth in full in this resolution, and finds that it is in the best interest of the public ar:d thu Corporation and assists in carrying out the public purpose of the Corpo- ration and of the lrct to authorize the execution arid del.'v- ery of r;uch Indenture of Trust; and WHEREAS, the board has alto been presented with and has examined the proposed form of the official Statement and the Underwriting Agreement, aria it is the desire of the board to approve the form of the Official Statement arid Underwritiny Agreement and etuthori::,) their execution by the proper officers of the board. NOW, THEkEFORE, BE IT LLSULVFL) BY THE BOARD 01' DIREC- TORS OF THE: CITY OF DENTON INDUSTRII.L DEVELOPEENT AUTHORITY TJ IA`i' : 1. The Corporation; hereby authorizes and directs the issuance of the Bonds in the maximum aggrv(jate. principal amount of $3,090,000, in accordance with an Indenture of Trust substantially in the form of the Indenture of Trust (attached hereto as Exhibit A), dated as of November 1, 1982 (the "Indenture"), by and between the Corporation and The Citizens arid Southern National Bank, as Trustc,e (the "Trus- tee"), which weq presented to the Board, the form, terns and provisions of such Indenture and the bonds being hereby authorized and approved, and the President and any Vice President of the Corporation are hereby severally authorized and directed to execute and deliver such Indenture and the Bonds on b,?halt of the Corporation, and the Secretary and any Assistant Secretary of the Corporation are hereby severally authorized to att L and affix: the Corporation's seal thereto, with such changes therein as the officers executing the same may approve:, such approval to be conclu- sively evidenced by such execution thereof. 2. The official Statement, substantially in the form attached hereto as Exhibit B and made a part hereof, is hereby in all respects approved by t:rc Board, and the President and Secretary of the board are hereby authorized to execute ;:amu. 3. The Underwriting Agreement netting forth the terms of the sale of the bonds to the purchafe,rs therein is hereby accepted, approved anG authorized to be delivered in execut- ed form to said purchasers, and the President and Secretary of the board are hereby authorized to execute; sane. 4. The Sale and delivery of the bonds by the Corpo- ration to Goidmar, Sachs 6 Company, at 96.758 of the par value thereof plus accrued interest thereon until dater of delivery is hereby authorized and approved. 5. Th(. officers, erployec:s; and agents of the Corpo- ration, and cacti of theni, shail he and each i:+ c+xpressly r,uthorizcd, empowered and directed from tir,I.o Lo tin. and at. any time to do and perfolri all acts and things and to execute:, aukijuwledge anal deliver in the name and under the corporate, r+e: cal and on behalf of the Corporation all certifi-- cates, finauciturJ statemi.-r,ts, instruments and other paper, 2 - i whether or not herein mentioned, as they rn,'%y determine to be necessary or desirable in order to carry out the terms and provisions of this resolution and of the bonds to be issued hereunder, as well as the terms and hr: visions of the Indenture, the Official Statement, the bond Purchase Agree- ment and the Loan Ayceerrient htireby authorised and approved, such determination to be conclusively evidenced by the performance of such acts and thins and the execution of any such certificate:, financiny statement, instrument or other paper. 6. The Corporation hereby elects to have Section 103(b)(6)(U) of the Internal keverue Codc of 1954, as amended, and the regulationii promuly3ted thereunder, apply to the bonds, and the President and the Secretary of the Corporation are hereby severally authorized and directed to execute and deliver a statement to the Internal REvenue Service to the effect that the Corporation has so elected. 7. based upon representation:: made by the User to the board, the Board hereby affirmatively finds that: (ti) the Project will have the effect of creating or stabilizing employment within the Unit: (b) the Project is requireu or suitable for the promotion of manufacturing development ano expansion and for the industrial development and expansion of indu&trial facilities and is in furtherance of the public purposes of the Act; and (c) the Project will contribute to the economic growth or stability of the Unit by: (i) increasing or stabilizing crrploymeitt opportunity= (ii) significantly increasing or stabi'i^inq the property toil: hase; and (iii) promoting co:rnerce within the Unit arid the State of Texas. 8. This resolution shall take effect and be in full force and eirect upon and after its passage. 3 - t.n;,rl ~ct;r;f~.rIr.rrr bet'rleen CITY OF DBIICOII II1Di1S'I'r:IAt, DEVf?LO:i4I'Ii'I' i EI'f'IiC~F'.I'I'1' I and UNION C-11IMP COkPOPATION * + * h k The City ~f Denton I11r3tr rill Develepcunt Authority hal. granted it SeCUl'Ity liltel'C:it 1:1 alld aS:ilyl;~.rl to The C1t1::eI1~ and Sotlt}'lerIl national Ball):, as 'trus'tee under the Indenture of Trust riated as of the date hereof, all of its rights, title and interests ill this Loan Agreement and in the 1082 NOt(? (as defilied herein) to secure its FF(e'Jelltle F)GIIrj6, Series 1982 (Union Camp Corporation Project) Debtor: 5Iculcrl Party: Union Camp Corpol ation City o£ bent-on IndusLI-Ii'l 1600 valley ku,3d D,.veiohment Authority Wayne, New Jersey 07-170 215 F &st McKinney Denton, 76201 r, x]+Inee: The Citizerlti alid Southern I}ational Pank Marletta Wild Fl oarj ; t1'eets Atlanta, Georgia 30391) T7-. 3I,E CA` CCINTEN CS r,;t:'rr ~:s 1 1,p AI•IFI 1 ARTICLE I . DEF'I11I'i IO1JS AIIU RULES OF C014S:':;U(,'T10N Section 1.1. Dafi11itioils 2 Sectirln 1.2. Rules of Coll"9tll1;'tioIl 6 ARTICLE I I . RE'.-FE.SENTATIONS ATID Section 1 I~CUI'C:elltat10I1S and I'iRl'1"%1I1t1~JJ' by ALItilol'ity 6 Sec ion 2 . Replesentaticnc and Warr<<:ltl~:, by Coinllany 8 ARTICLE. I I I. ISSUANCE OF THE SERIES 1962 BOND:;; ACE)UISITION AND II:")'T iI,LATION OF THE PROJECT; ADDITIONAL LOANS Sr.ctiotl 3.1. Acr:eemeni: to I:,sue S:riee: 1'.132 Fonda; Ar:plication of ",!ilea 196?. : .,nd Proceeds 9 Section 3.2. Acquisition and Installation of tlla project 10 Section 3.3. Diebur:,ements from the COnStrUCtlOIl Fund 10 Section 3.4. Obligation of Company to Furnish Documents to Trustee 13 Sec•:icn 3.5. Establi ;hment of Cempl,.tie-)n Date 13 Section 3.6. Company Required to Pay Plojc'ct Co is in Event Con struction Fund Insufficient 14 Section 3.7. Inve tment of Construction Fund ai)6 Noneys Pe!mitred Section 3.E. lir?ltrmje Cer ti fications and Co•. ollant Sec t,Gll 3.9 . I ,uance of Audl*lonal B.)iido. P.f;'I'ICLE I':. LN%JIS BY TO PFUJECT; 1:'I2OV I S I OIIS FOR PAYXF'ti'I' :i ~tiC,11 't.1 LGdi1 by AlltlloiIty; PlL.^_ to t178 Pro) ct 15 IL tlrart 4.2. F~yrn.~rtt GL~1ic;~~tionG of the Ccnnplny 15 1.3. S•.,curily for :':IVtnvnt: UI 3 1 r.he riot 16 r711 condi tional ! 1 Mat: of Company i7 1.5, CcmP,,nY' I to;ln- LTI1C1^r II,d~•Il'.111C' 1.7 iih'1'IC:LF: 'J. ~'?,1~'i'IC:UL?:I: CO','I:IU•,riT::; ti 011 5. 1 Aut!l, ity~., .I1:i C InriolnnIf ICation 18 S'sCLiCitl COhI}>1:1ly to r•1d111t.a1t1 IL:. C:O1'I)OL'ate 1'.yjri :11C'ci F'xceptions Fermi :ecl Section 5.3. 1'1011.-horl ration in 'I'exa;, 13 Soil 5,4. Annual Audit.,; and R::pol l,y CornpaIIy 19 Section 5.5. kedc.mptioll of Fonds ~ecr.ion 5.6, Refr,re 19 nc., e to Bond- I ne i f Aftrev 8:,: ds Paid 19 Sc•ctj oil 5.7. Ilaintenancc of EFli tear;,. of Authovity 20 Section 5.6. Maint(mance and Opt I'aylnent Of T,1Xes; Ina%ll 20 Se,:tion 5.9. D,lmade anal Der;LIllCtIoil ,0 Section 10. Condemnation Section 5.11. Covenants of Company 41 Audio' ,ty with k~specL Capital Expenditzll-es ^1 Se ti on 5. 12, Determination of Taxa1) i; y; I':vent, of Taxability; and Capital Expenditures Violation 23 Section 5. 1.3, Covenants of Company wi'_1, i,espect to Use of PL'occeds of ,cries 1982 Bond: 26 Section 5. Ill. A1lthoL'Ity's Elc'ctloll t0 I:,::'tlr• Bonds I'tR'suallt to SectiOll 103(b)(6)(D) of the Code 27 se, ±ion 5.15. Filiu9 of Certain Continuatioll s t atE•msilts 27 ARTICLE VI. EVENTS OF DEFAULTS AND REE4F:DIE Section 5.1. Event. of Default 27 Section 6.2. kewedies on Default 2.9 ;:eCtion F 3, NO hemedy Exclu:uve 30 :'~CCtiUtl U.•1• Ac1L'eelT!,'?Nt tO I'A.y AttornrsyE' F(a aNA f:xpens r_'s 30 Section 6.5. PlaiveL' of Events of Default 30 it ARTICLE VII. PLI'-JJAYI,IFHT OF TEE NOTIES :sectiurl 7.1. Opt.lon to I'Lepay the Nute:; ill llhole in Certaill Event, 31 Se_Ct.1011 7.: Oth} -I' Gptlorls LO F'repay this Notes 33 Sec tioll 7.3. I•Ianrlat:ol 7 Prepayment 33 Sects on *1.4. Option to I'llrcha:,e Tends: :d Bond; in Lieu of Redemption 34 Section 7.5. P,slative Position of Op; iun ~ arld Indenture 35 ARTICLE VIII. P+IISCELLANEOTJ Section 6.1. Term of Agreement 35 Section 6.2. NO tices 35 Secrioll F,.3. Binding Effect 36 Section 8.1. Severahi1ity 36 .7~ectiorl 8.5. Amounts Remaining in Fond Yund 36 Section 8. 6. I,monclnlentU, Chances and Modifications 36 Section 8.7. F necution Counterparts 36 Section 8.6. Captions 37 Section 8.9. Law Governing con..tructi(,li of Agreement and Motes; Fatale Undcr:',talldilIg 37 SIGIJATUFiES AND SEALS 37 EXHIBIT "A" - FRONISSOR NOTE A-I EXHIBIT "B" - THE PROJECT B-1 iii 'I'BIS LOAt! at_ed as r,£ I1av :rber 1, 1962 betw-can the CI-,-: OF L~ ti'1'0;'1 INDUETRIAL DEVE'.I,'rII'FfIT AUTIIO'IT , a nullprcfit, inclustrhal development corpol;ItIon created and er.ir.tiny under the lams of the State of T"i:l:; (t`le "Author- ity"), and U11ION CAPP CU}:PUi A'1 IOt1, a col ]r,rclti ~n organized a1)d r!xl Otl llrt Under tI1U Iawi o the )mmonw,-,a l th of V1 rgl Ilia and au thorl::ed to do I)ll3ine1:1 the Stn1 n of Texas the "CO!npally" ; W I TIIESSETH: WHEI:EAS, the Authority is a nonprofit industrial developn'nt corporation organized and r:xi:ting under the laws of the State of Texas, ircllydinq I:articularly the Development Corporatiun Act of 1979, as amr:n-led (Article 5190.6 V.A.T.C.S.)(the "Act"); and Wt!EREAS, under the provision:, r.f the Act, the Authority has the power to grant, loan an,] ler:s^ any of its funds and property to p1'ivato pE.rson : and corporations promising to operate any industrial plant G1 establi hlnent within the City of Uentoll, Texas (the "City") Which in the judgment of the Authority will be of benefit to the people of the Citv; %11d WHEREAS, the P.uthority fl!L7ther } 1. the poWe1 to issue bonds therefor and t_• tell, convey, ,rr_,agr; p! erJ,je and assign any and all of its funds, prof-erty and i1;cG:re a ccurity tiierefor; an(l WHEREAS, pursuant to and in accordance with the applicable provisions of the Constitution and laws of the State of 'texas and in furtherance of the public purposes for which it was created, the Authority has agreed to finance the cost of the acquisition of a new industrial facility of the Company, in the City, consisting of land, installation therein of additional items of machinery and equipment (card aco.tired industrial facility purchased by the Company together with all improvements thereto being hereinafter rr.ferred to as the! "Froject"); and 4MF:REAS, tht~ Authority has been advised by the Company that tl,e amount neces teary to finance t} r cost of the aCUui it lon, con::;tructlon slid installatirin of the Frojort., 111C11}d177Ci i:xpeI1:;(:s 111L'1dElltdl thereto, at lea:.t $3,000,ODO; and WHEREAS, aftr:r careful consideration, tbr. Author- ity has determined that the rt'o ',t feasible methori of £iI,(`lW:- Ing the cost. of the project is by the is;iur,nce of $3,000,000 City of Dr:rlton Industrial bevelupment Authority P.evcllue Bonds (1!nion Camp Corporation Projt:~ct), vies 1982 the "Sens:; 1982 Ponds"and WIiF,1rF%%,5, the Sc rieti 1982 Bond: ~irc to be i sued under rind secured I-,y an Indenture of Ti ire t,, dated as of XD%,ember 1, 29,92 (the Indensaire") from [.lie Authority to The Citi::ens and Scuth(~rn National (lank, as Trustee (the "'t'rustee" ) ; Now, 'n*,RF,FORE, THIS LOAN ACRF.EmFr,4'r WITNESSETH: That the parties hereto, intending to be legally bound hereby and for and in consideration of the premises and the mutual covenants herein contained, do hereby agree as follows: P.F:T I CLE I . Definitions and Rules of Construction Section 1.1. DEFINITIONS. The term: defined in this Article I shall for all purposes of this Loan Agreement and all agreements supplemental hereto which may be entered into in accordance with the provisions Hereof, have the meanings herein specified, except as otherwise expressly provided or unless the context otherwise requires (terms which are not defined in this Section shall have the mean- ings specified in Article I of the Indenture ex--ept as herein otherwise er.pressl; provided or unless the context requires otherwise) : "Act" means the Development Corporation Act of 1979, as amended (Article 5190.6, V.A.T.C.S.). "Additional Bonds" means the bonds of any series, other than the Series 1982 Bonds, authorized under the Indenture and authenticated and delivered in accordance with Sections 401 and 402 of the Indenture. "Additional Loan" means any loan, other than the Loan, made to the Company purs.iant to Section 3.9 of this Loan Agreement. "Additional Notes" means any note or notes i,isued by the Company in connection with ally Additional Loans, which notes .,hall correspond to such Additional Loans in the same matlrer that the Series 1982 Mote corresponds to the Lorn. "Agreement" means the Loan Agreen-,ent as it now exists or at., it may hv_reafter be amended pursuant to Article XIV of tile lllcjerlturr--. 2 "Author! ty" means the City of I)s:r,Lon Industrial Development Auth,,rit7, I r1o:lProfit ind1.a:.tr r ial develop ' .~,cnt corporation duly r.-~.it_ed end (~::;stinq un%ir.r Uie Cor25titut>on and laws of the :11-10-r, of Texas, and particularly the Act. "Authorize Authority Rcpre:;r,ut.al ive" means the persorl or p~.rsanl ; ;1t_ the time declcjnated ?_O act on behalf of the Authori ty t,y writte~rr certificate fut 111 shed to the Company and the ' iuz;tee containing the spr-r:imen signatur_ of each such person and signed by the President or Vice President of the Authority. "Authori•r.ed Company Representative" means the person or persons at the time designated to +tct on behalf of the Company by written certificate furnished to the Author- ity and the Trustee containing the specimen sigl:ature of each such person and signed by the Fre:;irlent, any `lice President or the 'Treasurer of the Company. Such certifi,ate may designate an all.ernate or alternates. "Bond" or "Fonds" means any or all of the series 1982 Bonds and any Additional Bonds issued by the Authority pursuant to the Indenture. "Bond Fund" means the Bond principal and interest payment fund created by Section 602 of the Indenture and within which has 1)een established a general account and a special account. A.ty reference herein to the "Bond Fund" without further limitation or explanation shall be deeded to be a reference to the generate account in the Bond Fund. The term "bondholder" or "holder of the Bonds" means the bearer of any coupon Bond not registered as to principal or registered to bearer and the registered owner of any fully registered Bond or any coupoir Bond registered as to principal (except to bearer). "Code" means the Internal Revenue Code of 1954, as amended, and the applicable regulations thereunder. "Company" means Union Camp Corporation, a Virginia corporation, and its successors and assigns, including arty SUrVIVlllg, resultin(j or transtaree corporation as provided in Section 5.2 hereof. "Compl<_•tion Date" means the date of completion of the acqulSltlon, construction and 1rlr`' llatl9n of the Project as that, date shall be certifierl a provid2'1 in Section 3.5 hereof. "Construction Fund" means the Construction fund created by Section 702 of the Indenture, acid referred tc, in Sections 3.1 and 3.3 hereof. 3 "Const.tii-tion Feriod" means the 1,-i ivd bet,Yreen the beginning of con:itruction or the date on which the Series 1982 Bonds are rl,; l i erect to the first pur,:h:rr.(~r or purchas- ers thereof(,ahich,-:r2r is earli--,r) and the C,j;rpletion Date. "Coun:,k> l" means an attorney or f i i m thereof duly admitted to practice law before the hi 3h::;t court of any State o'_ the United States of America or the District of ColumbiE. An attorney for the Authority nr the Company may be r:licjib!e for appointment as Counsel. "Elective Redemption Date" means November 1, 1985 and each November 1 thereafter. "Event of Default" means any of the events described in Section 5.1 hereof. "Financing Statements" shall mean any and all financing statements (including continuation statements) filed for record from time to time to perfect the security interest created by the Indenture. "Government Obligations" means (a) direct obliga- tions of the United States of America for the payment of t,nich the full faith and credit of the United States of F.m,~rica is pledged, or (b) obligations issued by any agency controlled or supervised by and acting as an instrumentality of the United States of America, the payment of the princi- pal of and interest on which is fully and unconditionally guaranteed as a full fait.. and credit obligation of the United States of America (including any securities described in (a) and (b) issued and held in book-entry form on the books of the Department of the Treasury of the United States of America), which obligations, in either case, are held in the name of the Trustee and are not subject to redemption prior to maturity by anyone ether than the holder thereof. "Indenture" means the Indenture of Trust, of even date herewith, between the Authority and the Trustee, pursuant to which the Bonds are to be issued and secured, inclu,' ag any indenture supplemental thereto. "Independent Auditor" men s a certified public accountant, or firm thereof, who or which is "independent", as that term is defined within the meaning of Rule 101 and related interpretations of the Code of Professional Ethics of the American institute of Certified Public Accountant", of recognir.ed standing who or which does not clevote hi-- or its N11 time to either the Authority or the Cc,rr,pany (but who or which may be regularly retained by either). "Independent Counset" means an attorney or firm thereof duly admitted to practice law before the highest court of any state in the United States of America or the 4 District of c;olurrbia and not an erployr•r on a full-tirc•~ basis of either the Authority or the C()1:1IPan7 {but who or which may be regularly retained by rrith-r) "I1ldepellFnrr 7. liee r" m^_aIlo 0111 enCJl neeL' 0r P.nglllEel'r llg firm I''~11 ;11-ered and goali fit,d f,j practice t.,I1'a profession of engin-•°r ing tinier the law:. OF the State of Texas arA Who or 'n'lllch i5 not a full-time r.lriployee of eiti',er the Authority or the Comp,,any (but who ur shish may be regularly retained by either). "Investment Obligations" means (i) any bonds or other obligations of the United States of America which as to principal and interest constitute direct obligations of, or obligations the principal and interest of which. are guaranteed by, the United States of America, (iii) obligations of the Federal National I+lortcgage Association Or the Government National Nortgage lis,ociation, (iii) obligations of the Federal Intermediate Crodit Bank, (iv) obligations of the Federal Bank for Co?Dperatives, obligations of the Federal Land Banks, (vi) obligations of Federal Home Loan Banks, (vii) certificate., of dep.03it of banks or trust companies, including the Trustee, organ zed Under the laws of the United States or any state thereof, which have a combined capital and surplus of at least $25,000,000, (viii) commercial paper rated at least Al by Standard and Poor's Corporation or PI by 6loody's Investors Service Inc., and (ix) any other investments to the extent at the time permitted by then applicable law for the investment of public funds. "Loan" means the loan by the Authority to the Company of the proceeds (which shall be deemed to include the underwriting discount, if any) of the sale of the Series 1982 Bonds, exclusive of any accrued interest paid by the initial purchaser or purchasers of the Se ri_., 1982 Bonds upon the delivery thereof. "Note" Or „Notes" means the Series 1982 Note rind any Additional Notes inosued by the Company under the Aulee- ment. The term "Payment in Full of the Pond,," specifi- cally encompasses th_ sicuatioij:i described in : ectial 002 of the Indenture. Terms. which refer Jr.l CL"al, y to th pa'y:iient or the oblicjatlon to pay "principal of and interest on the Bonds" also includes the payment or the cl,ligaticr, tr pay any applicable redeiiiption pro-,rium on any bonds which ire called for redemption prior to mature ty. In this connection, the terms "principal of and interest on the Bonds" shall be read to include after the word "anr;" and before the word "inter- est" the words "redemption premi'.lm (if any) and". 5 PI'o]ect-l' means t.'i,e land, bu11di:irjs, machinery, equipment and related real :illd personal property to be acquired lnd installed and financed with Iiroceeds of the sal^_ of the Series a 9l,62 Hor175, whi(-h Plo}CCt is more fully de:i<.rlb"'~l in Exhibit "B" attach E'd I1''"O'to "nd by t.'lls relel'- en"c magi- .1 part hereof . "Series 1932 Bond," nc.,ans th(' Pon(ls authorized under the Indenture and authenticated "nd delivered in accordance with Sectil-n 306 of the indenter "Series 1982 Mote"' means the Note issued and del ivered by the Company to evidence the Loan. "Trustee" means The Citizens and Southern national Bank, a national ban}:ing association organized and er.isting under the laws of the United States of America and having its principal corporate trust office in Atlanta, Georgia, or any co- trustee, and any ski cc e:iSOT' tiu-toe under the Indenture. Section 1.2 RULES OF CONSTRUCTION. Unless the context clearly indicates to the contrary: (a) "Herein", "hereby" , "hereunder"hereof", "hereinbefore", "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used. (b) Words importing the sincgul.:r number shall include the plural number and vice versa, and any pronoun used herein s.lall be deemed to cover all genders. (c) All references herein to particular articles or Sections are references to Articles or Sections of this laJr Ce I1Cllt. ARTICLE II Representations an,-i }Warranties Section 2.1. REPRESENTATIONS AND WARRANTIES BY THE AUTHORITY. The Authority repre,~ents and warrants that: (a) The Authority is a nonprofit inclltrial development corporation, duly created and validly exir3t11,(J pllr3ualit to the constltutloll and law:, of the State of Texas, inc.lu(Iiug 1nirL~c,llarly the i,,r:L. (i~) 171e Authority has the power to enter into tl:e tran~acrions contemplated by this Agreement and to carry out its obligations ner(nlnder, is riot ill default 6 under any of the provisions of the ie of the State of Texas or un er any aggreement or other instrument to which it is a party or by which it i;; bound, and, by l,t•oper coy poste action, has been dilly authorized to execute an i del iv?r this :.areerrent. (c) ih e )%iJLhorit•y' has been i:ici,I-;trd to enter into this unde•rtaki:•c} by the promise of the Company to locate the Proiect in the City of r),}r:ton, Texas. The 1'roject constitute:: a "project" witliln the meaning of the Act. (d) By resolution duly adopted on February 22, 1982, the Authority took official action providing for the financing of the Project through the issuanc` of its revenue bonds, and said resolution is in lull force and effect and has not been modified or amended. (e) The Authority has found and hereby declares that the issuance of the Bonds and the use of the proceeds of the Bonds as contemplated herein is in furtherance of the public purpose_- for which the Authority was created. (f) The Authority is not subject to any provi- sions iii its Articles of Incorporation, Bylaws or any contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Authority from entering into this Agree- ment or performing any f its obligations hereunder. (g) Notwithstanding anything herein contained to the contrary, any obligation the Authority may hereby incur for the payment of money shall not be a general debt on its part but shall be payable solely from payments derived from this Agreement and the Notes and the sale of the Bonds. (h) To accomplish the foregoinci, the Authority proposes to issue $3,000,000 in aggregate principal amount of its Series 1982 Bonds immediately following the execution and delivery of this Agreement. The date, denominations, interest rate, maturity date, redemption provisions and other pertinent provisions with respect to the bonds are set forth in the Inden- ture (particularly Articles II and III thereof) and by thic reference thereto they are incoiJDorar_ed herein. (i) Based upon the represelitations heteiri mace by th.-~ Company, the A.UL:ior•ity here1Jy affirmativ.rely fini< that (i) the Project is suitable for the promotion of commercial, industrial or manufacturing development and expansion, (ii) the Yro)ect will have a direct, po:;i- tive and favorable impact on employment in the City of i 7 i I Denton, Texas, and {iii) that the Projr.ct is in fur- therance of the public purposes as <,(~t forth in the Ac t.. tiorr 2 2 REPRESENTATIONS l,I;D WARRANTIES BY T13E Crl4E'AIIY. The Co;-:)any represent-1 and wr,r ray is that: (a) The Company in a corporatir)rl duly organized, validly existing and in go 'I standinq under the lays of the commonwealth of %rirgin a, is duly authorized to do bu:inecs in the State of Texas, has the corporate power to enter into this Agreement, to ic::ue the Series 10,82 Noce and to perform and observe it: obligations con- tained herein and therein and, by proper corporate action, has been duly authorized to execute, deliver and perform this Agreement and the Series 1982 Note. (b) The Project will contribute to the economic growth or stability of the City of Denton, Texas by (i) increasing or stabilizing employment opportunities in the City of Denton, Texas, (ii) sie,,nificantly increas- ing or stabilizing the property tax base of the City of Denton, Texas, and (iii) promoting commerce within the City of Denton, Texas and the State of Texas. III addition, the Company represents that it has no present int..•ntion of using or moving any portion of the Project out of the State of Texas or disposing of or abandoning the Project. Furthermore the Company represents that it has no present intention of directing the Project to a use other than the lurposes represented to the City of Denton, Texas and the Texas Industrial Commission. (c) The Company intends to operate the Project from the Completion Date to the expiration or sooner termination of this Agreement. (d) The Project consists of land and property of a character subject to the allowance for dCpreciation raider Section 167 of the Code anr, substantially all of the net proceeds received from tl:s sale of the Series 1982 Bonds (net proceeds being those proceeds remaining after depositing the accrued interest received from said sale in the Bond Fund and after paying all of the expenses incurred in connection with the issuance of the Series 1982 Bonds) will he used t~o finance the cost of the acquisition and installation of the Project, all of hich costs are properly capitalizable for Fecleral income tax purposes. NO part of -aid proceeds is to be used by the Company, directly or indirectly, :1J wor't4n(I capital or to r1ilallce inveIltJry. (e) Prio:- to the adoption by the Authority of the resolution referred to in Section 2.1(d) hereof, no expenses related to the Proj-cc, were paid or incurred P ley the Comp,=in',' or any "related perrion" to the Co:repany that term is defined in Section 163 (h) t6) (D) of the l'ocle. lf) i'he Cornpan;i is not subject to any chartF•r, by-iuw or contractual limitz,tion or provi:iun of an;l natur(, whatsoever which ir: way Iitnlrestricts cr l -wients the Cunq)any rrom enterinrl into Lhis P.yrecment, is.uing the Series 1962 l,'ctu or p(!rJorming any of its ubligatiou; hereunder or Lheruuneler, except to the extent that such perforr.Lanee may ho 1imited by bankruptcy, insolvency, r,oratoriurn ;it similar laws affecting Lhe enfurcement of crouitors' rights generally; and the eX(,CUticrc and ciulivery of this Agreement and the Series 1.98. Fute, the Consurrm3tiori cf thu transactions conternplateu Luroby old thereby, anu the fulfillment of or Compliance with the terms -Ar.d conditions of till,-' „elreement and the :iurire 1.982, Note will trot conflict with or recuit ite a breach k;f Ulf! terms, conditiuns or provisions of nny corpurato restriction or any agrcrenAent ur instrument to which the Company is a part; or. by which it. is bound, or cunstitute a Aefault unaer arty of the foi-o3oing. (g) bared on current facts, estirurtes and circum- stances, it :is es:pccted that: (i) the acquisition and installiiiun of the Project is substiaretially cur,hleted, and the expenditure of All. Series 1982 Bond proceeds will be completed by December 31, 1982, and (ii) the net proceeds (au detined in Section 2.i'(d) hereof) from the issuance of the Series 1982 Eonds are to be used for the purpose of paying all ur part of the cost of the acquisi- tion and installation of the Project. The Company has enterud into various Contracts providing for the acquiuition and installation ut the Project anc: the amount.. required to Le paid under Gaid c5ntracts exceed 2-1124 of the estimated total cost of the ProjCrt:. AT,TICLE III. 1~_suollce of the S<~rte~s 1911 hunds; ACqui_,ition i,u In _ti l lakiun_() the Pro ejuL; Additonal Loans Section 3.1. i1(7PLEMENT TO ISSuEl SERILS 1982 BGNTM; AlIcILICA`1'ION GF SFRIE'S lief;:: LUND PAOCLEDS. In order e.o provide funds for the, payment of all or a portion of the uc .t of t:h.! acc,uisitiur, ,,r;cl instrrllotic.n of the: Project, this i.uthurily i:yre us that as ,,oon as pur; able it. will authorize:-, 9 .,ell, validate and r.ause to be deliverer] to the initial purchaser or purchauers thereof, the Series 1982 Bonds, beariliq 1Ilt,~tvest an1l 11"~atuving cis set forth in Article III of the Ita(Ienturc, at p,_*ice of not less tluui °8.75% of par plus ~ -rued interec;t 1,0 the date of delivoty thereof. Upon receII,t. of the ,~rocr~r.ds from the sale of the Series 1982 1lon6::, the Authority ''ill cau.,e to he rlr_p',;;1t:ed all accrtleri intez ~:.t received !corn said •ale in the Is,nc3 Fund and will cause, to br_ lepo.;lt r] tale balance of the piocceds received from :.,lid sale in the Co11Structioil Fulld. Section 3.2. ACQUISITION AND 111:'I ALLATION OF THE PROJECT. The Company agrees that the ac'n1i:1-ition of the Project has been completed and the installation of the remaining items of machinery and equipment, if any, will be completed as promptly as practicable aftr:r receipt of the proceeds from the sale of the Series 11382 Bonds, delays incident to strikes, riots, acts of God or the public enemy beyond the reasonable control of the Comp;:tq only excepted, but if such installation, if any, is not completed, there shall be no resulting liability oil the parr. of the Authority or the Company and no diminution in or postponement of the payments required to be paid by the Company hereunr3er or under the Series 1982 Note. Section 3.3. DISBURSEMENTS FROM THE CONSTRUCTION FUND. The Authority will in the Indenture authorize and direct the Trustee to use the moneys in the Construction d for the following purposes but, Sub}ect to the provi- dons of Section 3.7 hereof, for no other purposes; (a) payment of the initial or acceptance fee of the Trustee and fees and expenses of the Trustee and its counsel; (b) payment to the Company of such amounts, if any, as Fhall be necessary to reimburse the Company in full for all advances and payments made by it prior to or after the delivery of the Series 1982 Bonds for expenditures in connection with the acquisition of the Project and the installation of machinery, equiplnr,Iit and related personal property constituting, a portion of the Project; (c) payment of, or reimbursement of the A.uthority or the Company for, the legal and ac~.ounting fees and expenses, financial conUUltants' fees, ratinrl a'I'nrjr., fe65, fi;;al.Cijig charges (includinU underwriting or placr+n,'rnt fec„) and printing and r~ngraving post. incu rrrd in cons:cction with the authorization, ~aie aiA6 issuance of the Series 1962 Bonds, t1v-- preparation of this Agrecmetit, the Indenture, the hate, the Financing Statement:. zinc] al;. otter documenLz in connection 10 therewith, including3 ices for recor"lilij the Financinq Statements; (d) 11Z.:IR~nt ~;I' 1'"lI".C?1.1:_rI7~Ilt fUl 1<1I~UL', SE'1'`✓iC'3S, Irateriai:- :1:1(i slippI1et; !.Isc_A or f11, nl.iher] in site 111provemC:rll; 'illd in L11e -1cquiolticl) X111,1 IIlStallation of the Frojc~ct, Elaylrellt fc,l the cost of th acqui::ition, coI.,t1"lletloll and in'A'Illatlon of lltlllty services or other fac:111ti,:- Including tracknlic to connect the P1'0joct 411111 puhI iC transportat1Oil f;I,--i ties, a1 d payment for the cost of all real and pc:sonal property deemed neces:,ary in conn_ction with the Project; and pavment for the miscellaneous er.pen5:.s incidental to any of the foregoing; (e) payment, as ,uch payments bx,,_ome due, or reimbursement of the fees and expenses of the Trustee and the fees and expenses of its counsel properly incurred under the Indenture that may t,er!ome due during the Construction Period; (f) payment or reimbursement of any other legal and valid cotits and expenses rciating to the acquisition and installation of the Proja~,t; and (g) all moneys remaining in the Construction Fund (including moneys earned on investments made pursuant to the provisions of Section 3.7 hereof) after the Completion Date and payment in full of the cost of the acquisition and installation of the Project, and after payment of all other items provided for in the preced- ing subsections of this Section then due anti payable, shall at the written direction of the Authorized Colupany Representative be (i) used by the Trustee for the purchase of Series 1982 Bonds in the open market for the purpose of cancellation, (ii) paid into the Bond Fund, or (iii) a combination of (i) and (ii) as is provided in such direction, provided that amounts approved by thy.- Authorized Company Representative shall be retained by the Trustee in the Construction Fund for paymellt of'Droject costs not then due and payable. Any balance remaining of Such retained fund: after full payment of all such Project costs shall be used by the Trustee ns directed })y the Ccmpan7 in the manner specified in clauses (i), (ii) and (iii) of this suLsection. Should Series 1982 Bond proceeds rercain in the Project G,.Ind after the Completion 'late in an ariollnt in Fxcess o£ S1~0'000, 110 such er.c(:ss shall 1;e transferred to the Bond Fund unl~_s:l an opinion :f nationally lecogrllzed bond counsel .satisfact.ory to thy. Trustee is obtained statil:g that such transfer will riot jcopardi:e the tax-exempt status of inte.est on the series, 11J82, Bonds. 11 The payments specified in subsections (a) throuuh (f) of this Section shall be made by the Trustee only upon recdpt of the foll-- irlg: (A) a wvitten requisltion fr_,r .;:ic,h payment signed by t.:le Autllori..eci Co;np~:ny which requi- sitiotl shall contain statement;, by Ih(, Iverson signing such re.7ui~ition cel"k ifying: that an obligation in stated amount has been incurred in connection with the issuance of the Series 1982 Bonds or thr_ acquisition and installation of the Protect; (2) that such cnligation is a proper charge against the Construction Fund a:A has not been the basis of any previous withdrawal from the Construction Fund; and soecifyinrj the purpose and circumstances of such cbligation and to whom such obligation is owed; (3) that he has no notice of any vendor's, mechanic's, or other liens or rights to liens, chattel mortgages or conditional sales contracts, or other contracts or obligations (other than those being contested in mood faith) which should be satisfied or discharged before such payment is made; (4) that sL.-~h requisition contains no item representing payment on account of any retained percentages which the Company is, as of the date of such requisition, entitled to retain under any retained percentage agreements; (S) that payment of such obligation will not result. in less than substantially all the net proceeds (as defined in Section 2.2(d) hereof) of the Series 1.982 Bonds expended at :;uch time being used to provide land or property of a character subjec': to the allo•,rance for depreciation under Section 1E7 of the Code; and (6) thEt such requisition contains no item for `shish ani payment obligation was incurred and no item, the construction, acquisition or fabri- cation of which was begun by or at the direction of the Company prior to thfi taking of official action by the Authority w:.th respect to the Series 1982 Bon,!s on February 22, 1982. (B) with respect to any such requisition for payment for labur, :;ervices, rratfirial or rupplies, a certificate, signed by the Authorized Company 12 Rep re sent atvvo, certifying that iII:far as such obligation was incarred for labor, services, material or suppIie:; in connection with the Acquisition and installation of the Proj ct, (i) „Itch labor and Se r';ices Wf IC actually perfoirne:l, atld (ii) such raters al:i -in(l Suoplie:, were actually II: -d in connection faith the n:luicition ,ani irltallatic,rl f the Froject or d°liVel Cd at 11',u 21t•"? of ~1'ie PL'oj•eCt I6l' ~Iarlt put-po S°. In riling any such oay:n•nt froom ~ lIa ConBtrvctlcn Fund, the Trustute Inay rely on any such lv(;uisiticns and certificates delivr2red to it pursuant to this Section and the Trustee shall he relieved of all liabi. ty with respect to making such payments in accordance with any such regtlisi- tions and certificates without inspection of the Project or any other investigation. The Trustee may (but shall be under no obligation to) require that bills or statements of account for the pertinent obligation- be fi-Irnished by the Company, and the Company hereby agrees to f!iinish such bill:, or statements of account within a reasonable time after any such request. The Company covenants for the benefit of the holders and owner. of the Bonds that the proceeds of the Bonds will not be used in any :Wanner which would result in the loss of the exempti--)n from Federal income taxation on the Bond-, claimed under Cection 103(b)(6) of the Cone. Section 3.4. OBLIGATION OF T13E COMFANY TO FURNISH DOCUMENTS TO TRUSTS.- The Company FArjrees to furnish the Trustee with the documents referred to in Section .,.3 hereof that are required to effect payments out of the COnStrLlctiJll Fund and to cause such requisitions to be directed by the Authorized Company Representative to the Trustee as may be necessary to effect payments out of the Construction Fund in accordance with Section 3.3 hereof. Such obligation of the Company is subj_ct to any provisions of this Agreement or the Indenture requiring additional documentation with respect to payments and shall not extend beyond the moneys in the Construction Fund available for payment under the terms of the Indenture. Section 3.5. ESTABLISHOIEHT OF COMPLETION DATE. The Completion Date shall be evidenced to the Trustee b;• a certificate signed by the Authorized Company Representative stating that except for amotlnts retained by the Trustee for Project costs not ti1e:1 clue -Ild pay,lble as pl-ovi.ded in Section 3.3(g) Hereof, (I) the acquisition and Installation of Ale project has been col,nlet~.d and all labor, services, materials arks supplies u:3ed in r,urh ac.qui.-,ition and installation have been paid for, and (ii) the Project has been acquired and installed to his _:atisfaction and all cos'_'- and expen3es incurrlsd in connection therewith have been paid. Notwithstanding the fr.~reyoing, :AI-111 certificate 13 1,y the i~uthorized Company Representative ::hall state that it i:; (liven -without-, orejuc3ice to any rights against third t .(rt.i•es wi:icY, er.17't_ on thy- .late of such certificate or which ~Ily Ill}JSC~IIIenCly come into vQ1nJ. Section 3.6. COP;F'ANY REQU1?EU TO PAY PROJECT IN EVENT CrrtISTEUCTION FUND 111 SUE I('IEUT. If the Hurley:, in '_ire Conctructicn Fond v,ail,ible f"r payment of the co:,t.:; of the Project :should not bE_ suffi,:i -nt to pay the cost. thereof in full .urd if ,ddit.ional are not issued to finance the completion of the Project., the Company agrees to complete the Project and to p.;y all that portion of the cost of the Project as may be in exces:; of the moneys available therefor in the Construction Fur.d. The Authority does not make any warranty, either exnre or implied, that the moneys which will be paid into the Co:;-;truction Fund and which, tinder the provisions of this A!ir'r,-ement, will be available for payment of the cost of the 1'roject will be sufficient to pay all costs which will be incurred in that connection. The Company agrees that if after exhaustion of the moneys in the Construction Fund the Company should pay any portion of the cost of the Project pursuant to the provisions of this Section, it shall not tie entitled to any reimbursement therefor from the Authority or from the Trustee or from the holders or owners of any of the Bonds, nor shall it be entitled to any diminution in or postpone- ment of the payments required to be made heieunder or under the Note. Section 3.7. IN'..]STEENT OF CONSTRUCTION FUND AND BOND FUND I1,011F.YS PERMITTED. Any moneys held in the Con- struction Funa and the Bond Fund shall be invested or reinvested by the Trustee upon the request and direction of the Company in Investment Obligations and Government Obli- gations, respectively, as provided in Article VIII of the Indenture. Section 3.8. ARBITRAGE CERTIFICATIONS AND COVE- NANT. The Company reasonably expects, and hereby certifies and represents to the Authority, and the Authority hereby certifies that it reasonably expects, that the prz)ceeds of the Bonds will riot be used in a manner that would cau~-• the Bonds to be clan-ified as "arbitrage bonds" under Section 103(c) of the Code and regulations prescribed under that Section. To the L st knowledge and beli=f of the Company, there are no facts or circumstances that would materially change the fo> egoinu expectation. 1''.r~. Authority hereby c_artifie: the 1,ompany that it has not neE'n rroC:: n,;. of any listing -Dr proposed listing of it by the Internal Revenue Service as a bond issuer -chose arbitrage certification ;way riot be relied upor;. 14 'I'i.e :-^oany nd t1 -,3 Authority lc'itlt Ly and e':eral- ly C'Cl-tliy a:1rl covnn,int with the purchaS,oi:. and the holders Of ic- Botids f1Cm titrle to t11r:e Ollt3taid iltt( t,IIat s0 long as ally Of the i11'J' 1'erii(lill clltaliding, moll"V rin d posit in a71/ 1L17hd or P:CC'illat. in conn1^,ctloll with tilt! I'~111!l5, whether or n o t . L]cIl IRO::_ya 'r;C'L'~ dr_'rived from the Ll: t1t't'r'd5 of the Sall_ of Lhe I_^Olld ,I rC:R ~ifl'y' tither ; 01,11'Ce , 'dl ] I not 17e ll~ed in a I11:1111'er ',JIl'_ :Il 'rll ll C tllce tlr' F'r to ",l1'1:ltC'arte b)n(jsit within L11Cf x ailh11'J of the Cole or any I iwtuI reVulatIoll3 pi-~,rrtulctatcri thcreunder, inclu-ling :.7 t•:t l~tu: 1.103-13, 1.103-I~! a: id :.103-15 of the U.S. D'_partn!',ttt of the Tr_aF,,ul•y Re(julatictls, aS the Sable exist on the date -)Ithis Agreement or may from time to time hereafter be amenrlr.d, supplemented or revised. Section :,.9. ISSUANCE OF ADDITIONAL E0ND. S. So long as there shall not have occurred and be continuing an Event of De~ault. hereunder or an event of d^fault under the Indenture, the Authority -hall, from time to time at the request of the Company and to the extent pee pitted by 1,iw, Ilse its }Jest efforts to issue ?additional. Bonds in act~.recj&,e principal amounts as requestc,d by the Company under the terms and conditions provided herein and in the Indenture and moan file proceeds thereof to the Company for the purpose of (a) completing the acquisition, construction and instal- lation of the Project, or (b) providing for the enlargement, improvement, expansion or replacement of tier! Project, or (c) refunding all of the Bonds of any onc.' or more series then outstanding or (d) any combination of Lhe foregoing; provid- ed, in any case, that eats.: r prior to or contemporaneously with the issuance of Additional Bonds (i) the terms, condi- tions, manner of issuance, purchase price, delivery and contemplated disposition of the proceeds of the sale of such Additional Bonds shall have been approved in writing by the President, any Vice President or the Treasurer of the Company, and (ii) the conditions -specified in Article IV of the Indenture with respect to the i esuetnce of s;nch 1,d I i- tional Bonds :,hall have been satisfied. ARTICLE I'1. Loans b5•Authority; Title to P1.0'ect F'rOvisions for Paylrtent Section X1.1. LOANS BY AUTHORITY; TITLE TO THE PROJECT. The Authority acirees to make the r.orin and any Additional Loans to the Company i11 ar_cordance wii.h the provisions Of this ?,greelnent. 'T'ile Alltl'Ority a(;rer,s that it shall riot L)e .:.Led with ally intern-3t in the Project as a rf,ault of is:,u771~ the Bond, to f111ance the cost thereof and that title to the Project shall be Vested in the Company. Sectlo:, 4.2. 1, AY1~tt,rIT U1;I,ICATIUi1S OF THE COI$I'l+II'i. 1•. collsiciel r.l ion for the i ssuance of the .eriel, 1982 Bonds 15 azlci the making of tl:e 11,(ja l to the Company l,y the Authority, th,~ Company will execute nnrl deliver the 10,82 Note to the Truste<-•, as t}le as:;i ln~e and pledge of the Authcrity 111irler the In'JentlllcOntcr~lt~()ralleol.lsly wl ill t.l:e issuance and delivery of the S^rie^ IM2 Bonds. Tll,: :;p ries 1982 :tote :hall be in the icrm at a heel hereto a,; F.xhihit "I Th^ Comparly agrees to 14~ake :;rompt payment of .111 [mounts payai.)le on the series I4 S" note. "hell tltle. As coIlsid:'rat,r)n for the 155+1%l[ of ally ~Y7J1- tional Bond:: inci the making of any Additional Loan to the Company by the Authority, the Company wi11, contemporane- ously with the issuance of any series of Additional Bonds, execute and deliver to the Trustee, as as::l<Jnee and pledgee of tho Authority under the Indenture, an Additional Note which shall correspond to such Additional Loan in the same manner that the Series 1982 Note correspondJ-, to the Loan. The Company agrees to make prompt payment of all amounts payable on the Additional Note when due. In addition to payments of alrourit.:•, clue under the Notes, the Company agrees to pay to the Trustee until Payment in Full of the Bonds, (i) an amount equal to the annual fee of the Trustee for the Ordinary Scrvices of the Trustee rendered and its Ordinary Expen-es incurred under the Indenture, (ii) the reasonable fees arid charges of the Trustee for acting as paying agent and as Bond Registrar and the reasonable fees of Trustee's counsel as provided in the Indenture, as and when the same become due, and (iii) the reasonable fees and charges of the Trustee for Extraordinary Services rendered by it and Extraordinary Expenses incurred by it under the Indenture, as and when the same become due; provided, that the Company may, without creating a default hereunder, withhold such payment to contest in good faith the necessity for any such Extraordinary Services and Extraordinary Expenses and the reasonableness of any such fees, charges or expenses. If the Company should fail to make any of the payments required in this Section, the it^_m or installment so in default shall continue as an obligation of the Company until the same shall have been fully paid, and the Company agrees to pay the same with interest thereon, to the extent legally enforceable, at the rate o: ten per centum (10%) per annum until paid. I Section 4.3. SE-UR17Y FOR PAYMENTS UNDFR THE NOTES. It is llIlderstoOd arl~i aclreed that payments required to be maeie to the Authority under the Notes are ar;.•,iyned and pledged to the Trustee 1-111601' the Indenture. The Company hereby ascents to such assignment and pledge. The Company further actrees that (i) all payments under the Motes shall be paid directly to the Trustee for the account of the Authority and :hall be deposited in the Bond Lund; and (ii) 16 .111 payment:, re 7111 L''?''1 try lie de a pr'o': 1'i^Cl in the '=hi rd pry ra Cl rap11 of SeC t.1 b11 % 11'L'COL 7917,111 ae mind directly to the Trustee for : t.-' o'an u. or for payr,"rlt to any paying l(Icnts. C• ctic)n 4. Ui]C{>I UI'iIOilriL OBhI ;?,'I'?Gtv OF CONPA.NY. The obll(lat:ol:^ of th,.! C:Jln:iany to make ':nc• lra',ments Cealill'ei to be ma!i-s ullde l' -11' ?I' lr.S and to per]! f and ob Cl'vr' the other ag-ec•m"silts r)n it-'G pai"t contained i1-I ein and ill the Motes sha] l be ab :slut,:! l+r1d ullconrlitzonal ind shall riot be rubject to diminution by et-off, colnterclriirn, abaterellt or otherwise. Until ;uch tilde as Fayme!nt ill Pull of the fronds .ihall have been made, the Company (i) wi 1 1 riot suspend or discontinue any payments required to be made herein or under the Notes except to the ^xtent the same ilzve been prepaid, (ii) will perform and observe all its other agreements contained in this Agrec,ment and in the Motes, and (iii) except as provided in Article VII hereof, ,.,1 11 r.ot tr~rminate this Agreement or its eblic;ation3 under the Motes for any cause including, without limitirig the rl ,iierality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, destructinn or condem- nation of or damage to the Project, any change, in the tar, or other laws o the United States of %.mevir~a or of the State of Texas or any political subdivision of dither, or any failure of the Authority to perform and observe any agree- ment, whether express or implied, or any duty, liability or obligation itrising out of or in connection with this Agree- ment. Nothing contained in this Section shall be construed to release the Authority f_,m the performance of any of the agreements on its part contained herein; and in the event the Authority should fail to perform any Such arjreement on its part, the Company may in:-titute such action against the Authority as the Company may deem necessary to compel such performance so long as such action shall not do vioience to the agreement on the part of the Company contained in the preceding .enterice. Nothinu contain[.[] herein shall he corlstru'rel to hn a waiver of anv rights wlii,t. the Company may have auaiust the Authority under this Agreement, or against otheL person:, tinder this h Ireimeat, the ln<]c•nture or otiir!iwlse, or under any prcvi~;ioll of the law. erection 4.5. CGI4PA[!Y`S PERFOPMANCE UNDER INDF11- TURF.. Thra Company agrees, for the benefit of the holders from tim'_ t0 tine of the YSOI'1'1,9, to (10 and Perform all atto and thilu(s eo21trnriplated in the 11 1de11tIIIT' to be dune: or 1),iriori%-d by it. i7 I I T ICLE V. Particular Coven, III tc, Section 5.1. AUTHCRI'I'i'S INDEMNIFIC..- I10ld. 'Ptl,:- Company agr•~~e wi:etllar 01' not t.lle transactions COntl::lnl+l Fated by this Ai71'Fr. T.~Tlt, the Notu., ;Inia the indenture shall i l, consummated, (a) to poly, and : av the Authority, of ricers, director., 'r.r)loy (--3, nlr nt and attorneys, the C11 y of Denton, Te.xa-, ltS Of ficUl-1, lr-ntS ' ~ • 1 a,.turn~ys, employ,.<,s and member, of its gove,rninq })ocly, and tl:e Texas lnd1.1Str ie~l COmAllssion, its dll•Cctcrr,, ampluye0s and agents (collectively the "Indemnified Parties") h;irmles, a-lailist liability for the payment of, all jut-of-pocket expenses arising in connection with said concemplatnli transactions, including the reasonable fees and expense:; of the Author- ity's counsel and (bl to protect, indemnify and savc harm- less the Indemnified Parties from, and agaiil:;t any and all claims, demands and causes of action of any nature whatso- ever in connection with co,-.t.emplated 'Llansactions, and all reasonable fees and expcnF, s incident to the defense thereof, including all claims or liability resulting from any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the acquisition, constrilction and installation of the Project or the use thereof. Nothing contained herein shall require the Company to indemnify the Iciemnified Parties for any claim or liability resulting from the Indemnified Parties own willful acts or gross negligence or for any claim or liar lity which the Company was not given the opportunity to contest or which was settled without the Company's con_;ent, which consent may net be unreasonably withheld. Section 5.2. COMPANY TO [MAINTAIN ITS CORPORATE EXISTENCE; EXCEP'T'IONS PERMITTED. The Company agrees that prior to Payment in Full of the Bonds, it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not con olidate with or merge into another corporation or permit one or more other corporation to consolidate wit}', or merge into it; provided chat the Company may, without violating the agreement con'-ained in this Section 5.2, consolidate with or :verge into another corporation incorporated and existing under the laws of one of the states of ti,e United States of America or the District of Columbia (a "(1omestic corporation"), oI 1)^rmit one or more other domestic corpora- tionti to con.=,olldate with or merge into it, or e, I1 or otherwise tratlsfel' to anotl,~r dornc-stie coipuraticll all or ^uhrt,antially all of it;, assn is cis an entirety (after which the Company may dissolve), provldeo the surviving or re6ult- ing domestic corporation, if not the Company, or tip trans- feree domestic corporation, as the case may be, as umes in writing all of the obligations cf the Company herein arid in le I tl:C' I1Gti and that the I:et worth of the :;1111Jlv1nCJ, resulti r:g or' trarr:.fcrer domestic corporation after the consolidation, 1llc•r-ier, .s,lle or ti-i,nsfGl- is zit 1eFiSt Sllb:;}.11lltlally equal to tha: of +h_ CoI7;.any irirneciiately prior to ,.uch consolidatiol., mer:ic~r, :;~le or '.ransfer. I ~_ctiGn 5.3. =.UTNOKI `IATION III TEXAS. The Company w8!'I.n11tS (°?C"tit aS may he oth,tvJI:,R ~iCIL'ilY-t~~d pU1'SU3nt t0 th„ provt.~loils of tiol: 5. above) that it is and through- out the term ref this Agreement it will contirnre to be authorir.ed to do business in the Stat of 'd'r'r.as as a fol•eign col'41oratl on. - PAN'>'. Section 5.4. ANNUAL AUDITS AI.111 REPORTS BY COI':- II (a) Annual hudits: The Company agrees to have an annual audit made by an Independent Ailditc,r and to furnish the Trustee either a copy of dish audit as -oon as available upon its completion or a copy of the Company':, annual report to its shareholders if such annual report shall contain financial statements of substantially similar detail and similarly prepared and certifier3. (b) Reports: The Company also agrees to furn'.sh the Trustee a copy of each of the financial statements and reports which it customarily furnishes to its shareholders at the same time as they are furnished t- said :;hareholders. Section 5.5. RE----MPTION OF BONDS. The Authority or the Trustee, at the requesc at any time of the Company, shall forthwith take all steps that may be necessary under the applicable redemption provisions of the Indenture to effect redemption of all or any portion of the Bonds, as may be specified by the Company, on the earliest redemption elate on which such redemption may be made under such applicable provisions or upon the date set for such redemption by the Company pursuant to Sections 5.10, 7.1, 7.2 or 7.3. So long as 'lie Company is not in deiaUlt. :'leretlnder and the Author, ty is not obligated to redeem Eonrl:, pursuant to the t.exms of the Indenture, neither the Authority nor the Trustee ,,h;lll redeeln Bolds prior to their resp:?r_tivr, maturities unless requested in writing by the Company. Section 5.6. REFERENCE TO PONDS INEFFECTIVE AFTER BONDS PAID. Upon Payment in Full of the Bonds, all refer- ill this Acrrr'emeIlt and the Notes to the BotldS acid the Trustee ehail iue inc:ffecti'✓e and neither the Authority, i:lle Trustee • Dr t-he holders or o',Jrlers of any of the Gorlds shall. th'--r,,after Have aI r ii-3liL,, hereunder- or undr_r the Notes and the Company shall lla'Je no further obligation hereunder or under the Notes, saving and er.ceptillg those that shall have theretofore vested and except ac provided in Sr,ction 7.3(b). 19 Section . i. 11AII1TEC7AIICE OF EXI;;TFNCE OF AUTHOR- ITY. F.xcc:pt for the :~:::;lgnmsnt. of this Avtreement and the Note3 to the Trustee p11t::.ll.irlt to the 117 r1C•:l~.llr~', the AUt130I'- ity screw that i t tri 11 not attempt t ilIrthe r acsi:Jn, tron.5fer or conv-y its interest in thji , !,-,~reetnent or the Notes or create :Illy plerl'le or lien of Illy farm or nature with respect to thl? payment:; inkier the Ilot r: The Authority ful-ther a( Ir''.s thrit, un',i l Payment in Fill I of the Bonds, the T01t_h0rity will not di:;colve or otherwis^ ult 'J;ose of all or stiu)ntarrtially all of assets, and not consolidate with or merge into any rill thority, corparatlorl, a:-.,.ociation or other body or Fermi t any other aut'.'or r'_y, corporation, association or other body to consolidate with or merge into it. Section 5.8. MAINTENIiNCE AND OF TAXES; ITISURANCTE. The Company agrees that it will at its own expense maintain anal operate the Proje~~t in accordance with sound business practice. The Company further agrees to pay promptly, as and when the same shall become due and payable, each and every lawful cost, expense and obligation (including all sales tares and ad valorem taxes) of every kind and nature, foreseen or unforeseen, for the payment of which the Company is or shall become liable by reason of its ownership of the Project or any portion thereof, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Company further agrees that it will cause the Project to be continuously Insured and shall pay or cause to be paid all premiums due in respect of such insurance, against such risks as are customarily insured against by businesses of like size and character; provided, however, that in lieu of or in addition to the insurance required under this Section 5.8, the Company may maintain or cause to be maintained a system or systems of self-insurance covering the Project which self-insurance program covers substantially all comparable property and liabilities of the Company, or the Company tray insure the Project to the same extent under a blanket insurance policy or policies which cover not only the Project but other properties. The Company agrees to deliver to the Trustee at the time o£ the issuance and delivery of the Series 1982 Bonds, an insurance certificate evidencing the coverage required hereby. 'T'ile Company, however, shall riot be required to operate, repair or insure the Project if the Company deems the Project to be unnecessary, uneconomical or ineffecLi,e for its intend^_d use•. Section 5.9. DAMAGE AHD DES'1::UCTION. Unless the Company shall have elected to prepay the r;utstartding dotes pursuant to the provisions of Section 7.1 of this Agreement, in the event that the Project shall i r damaged or destroyr:d by fire or other casualty, the Company shall promptly (jive ~0 written notice t:hr rr of to t13e Authority i'I1-1 the Trustee and shall proceed to repair, rra,uild or re ,t ,re the propert7 darla r d or ciestroy.~d ;ith -11ch changes, '11`.c•ratiolIS and lnodiilcations rincrl:::iiug th_ 111).tittltic,n lrld lddi-ion of rithol pYopel'tv) a.". I!Ily 1-!C: 6r3S1red 1iv the Corr,l) ection 5.10. CON:)ENNA.TION. Unlr•s,s the Company Shall 11,1v'e elecU~ l to pI-2,pay the olit:,taIIAI1!11 ilotr:' rit I' :alit to t, 111-2 proviSioll_-, O f Sec Lioll 7.1 of thl I.rJrnr'mC'Ilt, 111 tI r. C, event that tltle t_r1 or the tcrloorary 11S9 ril the Project, Jr Filly part thereof, Jllall be taken under t.'1, `•.''.3rci2e of 111n Power of eminellt domain by any government.;!) body or by ally peI-soll, f11T, OL cotpoi'atlon icting unrl,.r lovf.I-I1r,C!11t 1 authority, the Company shall be obliriated to contlrr.le `o make the pr-.ymenta required under the tiotc:;, and shall c."use tile rr.t proceeds from any awaid made in sljcil eminent cior,ain proceeding, to be applied in one or morn of the fol:e:;ing wavs as shall be directed ill writing by the C,~np,.lny: {a) the restoration of the 1L^~GCriVCInentS b: tl;'_ Froject to substantially tha Name condition as they existed prior to the exercise of tl,e said power of erninent domain; (b) the acquisition, by conctr+lction or other- wise, of other similar facilities; or (c) the redemption of the Eon:;a at par together with accrued Intel _•;t thereon to the date of redemption; provided, that no part of any such condem- nation award may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon the exercise of the option to prepay the Notes in whole provided by Section 7.1(b) hereof, or (2) if less than all of the Bonds are to be redeemed, the Company shall furnish to the Authority and the Trustee a certificate of an Independent Engi- neer acceptable to the Authority ar!d the Trn:,te_ stating (i) that the property forreiny a part of the Project that was taken in such eminent domain proceed- ing i° ilct essential to the Company's use or occupancy of the Project, or (ii) that the Project has been restored to a condition ubst_antially equ;v:lent to its condition prior to the taking in such eminent domain proceeding, or (iii) that other similar facilities have been acquired which aI'e suitable for the C,)mpany', operations. sec t i un l I . Calf EN.701l' OF C ~IdFl.IIY AND A11THC)T :'1'Y WITH RESPECT 'PC) CAPITAL EXPENDITURES. The Authority is issuing the Bonds pui-Fioant to an election mace by it unrle~. Section 103(b)(6)(D) of the C-ode. It is the intentir.n of the parties hereto that the inteYest on the Bonds be and 7, ? 1'ema111 ~''ee Yr'C'm Fedel'a1 i:Ic'_m! tax at :or I ~lll~i to that end t:1 C• Aut-14or1 ty and the Company (10 hereby covennllt with each oth~!r, ';with the Trustee and ',:i th each of t'i^ holders l:ri:, r -c. OL any ~L it1 t o 1 .t (-ou KJ0115 r?j,C^1't.7111111U L}lr•t_ag YU110',.'C; (1) 11a Coi11pany and :he Auth'1'1%y C:ovella!]t 111d 1-<'OIr'.^:.1nt that. there h9ve Ilr•~'f:I' 17!•1.•Il 1'.',Sil'~C1 d1l'f C7j11- gd+.l on:S Sir t11 re nI)eCt to "f iiCll l}.lt'}}'~ i n d^SC I'_}:'.. (j In :;cctiOn 103(b)(6)(E) of t11 Corte 'rrl,ic}I ~-A re IOcat,~ d in t}9 (;iL'f of 1),?nton, Texas, (,I' which fiiCllltles eOuld b CoR :l de1'ed to be "contlCiuotj-a or III tC•(_lI•;Itnrj~~ wl ti), t11 Fro2c,ct within the meaning of said Code ;>ecti0ll, ;iuc}1 obligations would be taken into account :.n det~rminin:J the a}j -jLeCJate f ace amount of t11 1 UIid 1:i Pro",1de.d 111 Section 103(b)(6)(D)(ii) of the Code. (L) The Company further covenants and I' 'DI'VE ?1113 that the aggregate principal amoll;It of Conde br_II1g issued and capital expenriitures heretofore made (other than those mentioned in Section 103(1b)(6)(c) of the Code) with respect to "facilities" ciescriberl in Section 103(b)(6)(E) of the Code which are located in the City of Benton, Texas, or which facilities ;1o,zid be consiri- er(A to be "contiCJuous or integrated" With the P1'o)eCt within the meaning of said Code section, have not and will not exceed $10,000,000 (or any such larger amount as may be hereafter permitted by law) during the six-year period beginning three years before the date of issuance and delivery of the Bonds. (3) The Company further covenants and agrees that during the three-year period following the data: of the issuance and delivery of the Bonds, it shall not make or cause or permit to be made any capital expenditures (other than those mentioned in said Section 2~,(b)(6)(F) of the Code) with respect to "facilities" described in said Section 103(b)(6)(E) of the Code which are located in the City of Denton, Texas, or which facilities would be considered to be "contirjljols or inteuratc•-d" with the Prefect within the meaning of said Code section, which would cause the intert_:it or, the EOIi(i`% to be subject to Federal inco:re taxation. (4) The Company further covenants and agrees that siloilld the circumstances set forth in said Section 103(b)(6)(D) and (E) Occur ('during the sir.-year period referred to therein) either through the fault of the Connany or through circumstances h(-'7ond the COmpally's collt'ol0 find there ;11x11 occur a 1)U-terIn IIIRt2011 of Tax Ii"I11ty aC dc'f:lleJ ill Sectlorl i.12 h,,2reof, tl,e Company shall promptly prepay the Notes as provided for in Section 5.12 hereof and the Company and the Authority hereby agree that the Authority will II e moneys rr --eived from such prepayment for the immediate 22 YCC1?iii}t1G31 PI rill Gllt:~t3nditlg F'on~5 ;Ifl!] of}teI'SJISC ae pi-o'; i(Ir.•-l in Sr;ltlon `_.12 hereof. (r.') till^_ L~p711raIPf ~tlrt}1.?1' [;OVi?t1J~Li.,q ~~n~~ rgCJl'~~_S thaC oIl i(t UCIGre ilGV^.mbel 1, 19;13, alld Ii 7L' lefU I' _ e e t 1.1 _ 1:1V of 0a^h i'.O'!C.![1}?C•r t:}1'r!'CF2tC.':! Lo and Inclu~li lg i0~'r"?Ifll,,•t• 1, 1:~t~, It W1 11 1111 :1 ,h l.~J he TYL:Stee a C:•eitl 11tl' of a I'C'3znOI1al1) 1 e f~iIIaIJ' '.,fflCer Uf t11C CPmp;1,!y ctatin(3 that dtII inu t1!e p..rI 1,1.r,tinning three j/('a !rl'IGr t0 the datc< (i the 1SS1Il1.1-i%' ;71)01 delivery of the 1'r C?Ilda and c- xteI JI i I c I th roll uli tt.e date S11ch certificate is (]ue, capital expenditut (including as r_apit;ll. exp':ndittlre5 for tIII S purps;;r: the principal amount of the Bonds, bur- dL0uctinr3 t.h<.L•efrom capital eypenditunes paid or reimbursed out of Pond proceeds) in excess of $10,000,000 (or any su:h larger amount as may be hereafter rermitted by law) have not been paicl or incurred with respect to "facilitie.," rJ-3scribed in caid Section 103(b)(6)(E) of the Cole which are located in the City of Denton, Texas, or which facilities would be considered to be "contiguous or int_yrated" with the Project within the meaning of said Code cection. (6) The Authority and the Co, pally further cove- nant and agree to fully comply, during the term of this Agreement, with all effective rules, rlilincts or regu- lations promulgated by the Department of the Treasury or the Internal Revenue Service, wit}. respect to bonds i--sued under Section 103(b)(6) (D) of he Code, includ- ing specifically, bu., without limi*_ition, the post- issuance filing requirements of Treasury Regulations Section 1.103-10(b)(2)(vi), so as to ma;ntain the tar:-exempt status of the int,.rest on th; Rends. The covenants and agreements of the Authority and the Company contained herein shall survi•Je the termination of this Agreement. Section 5.12. DETERMINATION OF 'TAXABILITY; EVENT OF TAXA131LIT'Y; AND Cr.F'ITAL hXPENDITUFES VIOLATION. A "Capital Expenditures Violation" shall mear. the incurring of capital exponclituie5 In excc•ss of those permitted in Section 103(b)(6)(D) of the Code which has the effect of causing the illtr!r .st payable oil the Bonds to become inclt9able in the gross income of the holciet's of the Bonds (other than a holder who is a "substantial user" or "related person" as such terms are defined in S'lction 103(b) of Code). All "Fvent of Ta::abi li ty" tiAial 1 meal: t}l tak] ng r,f any action by the Cornrany (or the failure to take any action), or the giving of any direction or fai;ure to Clive any dirFactiotl to the 'Cruder. with respect to the investment of the nluneys in th'a Construction Fund or t}:e B✓,,nd fund 23 which Y(!:,Ulty it, tile 1;( nds beinlj ('ia iSllllt(1 as "arbltYa<je bonds", or till Iinkina Ir: tion herein ur h.. COm( any (:f )ny misrepresenta- in any ct,rt i ficatk~ j(,(. jlrj:O to be (jiven ,:onrleCti tJlt11 the 1:iStl,Ir1CC , s in lll• ()r r1(!11V, r-y of the 1iOr,G which has Lhi< o1i-ect of (,,IU:,ing the int:r(!st payablt~ on the r>onds to becor e includrl1)1 in the cjrrr.; , income of tho liulderL of th(! Ponds (()I h(,r than ,I Isolder Irho is a "substan- tial or "1`'it:t'ud porr:on" as such tezwz; .Ire used in Section 103 (b) of the cod . I -t "Uetutminntion of 'l'a::ijljiliLy" r,liall be deerr,Od Lo have occurred on the first to Occur of thl! following: (a) on that d;Jter WI 1011 Lhe (-',)ripany files (in compliano(, with its obligations uvdor this Agrueme!nt) r,ny statement, supplemental stater (_r, t or other tax schedule, return or document (t:he char pursuant to Trfl asury kegulat ions SI>ctiun 1. 103-10 (b) (2) (vi) , as the same may bu am(.nded or :?upplernentud, or otherwise) which discloses that a Crlpital Expenditures Violation or an Fvent of Taxability sha El have. in fact occurred (a "Supplemental St:iturient"); (b) Ur that data wIIL,n the! f-'w;ipany shall bo advised in writing by the ConJriu:,ioner or any District Ui rector of Internal. Revenue that, haseci upon the filings of thu Company under this Agreement, or upon any reviuw or audit of the Compc,ny, or upon any other ground whatsoever, a Capital F:eptnditures Violation or an Event of Taxability shall have occurred; (c) on that elate when the company shall receive notice from the Trustee in writing that the Tru:Jtee Las been advised by (i) any bondholder that the Internal Revenue Shrvice has assessed as includable i., the gross incomo of such bondholder tllu interest un his Bonds due to the occurrence of a Capital l;::perlditures Violation or an Event of Tar;al.lility, or (ii) the Commissioner or any District Director of Internal Pevenue that the interest on the bonds is includable in the gross income of any taxpaying hondLol(ler due to the o(:curruhce of capital. F,xpenditures Violatiun or an E:vcnt of TZI::abi Iity; (d) On that date when the Cor'pany shall receive Jwtico f.rcm the TrUStee in Writing that the 'trustee has received a copy of a published or private ruling of the Internal kQvenue: Svi-viuci cr it `1l(chnlc,ll indvico Memoran- dUm is ,Urd by Lilo national office of the Internal 1(evenuc Service to the ufluct that the interest payahle on thu Lcinds is includaule in th(., gross income for federal iiwome tax purposes of t).(• holders thereol (ether than a holuer who in a "suhstanl_ial user" or a "related person" within the meaning of section 103(b) 24 0i t1,e Co(le) , provided that the Cr,uEx,n,. has bet'n aitorticd ,,n opportunity to partici;ultfl in the reclue"t 101' such rulillcr or "iechnic,il hdvicc •norai,dwr.; provided hoW(.•v(.rr, rl0 Determiiiatiorl oi. }:jIbllity e'llall occur tu;eer :;Li hi ,rlragraph (h) . (c) or (d) !,c roof unit~s:i the Compiiiuy ti.ls bet-n off.orded the opportunity,', ilt its n%pense, to contest any ;;uch ccnclusirlll er asses ,rf:nt- and, further, .10 1.letelr Ikdtl„il of Ta}:al)illty shEA I I ,:mjr Unt.i1 Such ('tritest, 1.f maee, has been finally 0c to rm iiN.d. the company shall give ))rt,1.l,t w1 Ittc•n notice to thr Authurity Lind the Trustee of ( , ) tl,e tiling by the Company of any Supplemental Ltatement . r.u lb) its rf`ct-ipt of any oral or Written aavice from the Interlai hevenue ;;elvice that Ef Ci,pital FxpenditureS Violation ur ,tn Event o2 iai;- ability shall hivo cccurred. If the Comptny fails to timely make or ray any principal of, reaerlption premium, If any, or ;i(terest on the lloirda, or upon the Trustee's receipt u: riot ice that a Det, rinination of Taxabiiity 11t,:; occurred, the Trustt v promptly shall intorm the Texas Indurtiiai Coir,mir:sion of such an occurrence by sending notice to the follutiri.rlg *adreys; Texas Industiial Coiurnission Attn: L}:c.cutivc Director 410 Last Sth 5trt--t Do}; 1272h, ('apita) Station Austin, Texa:; 7L'711 ~r the latest address 11 110 citif!d by the '1't:xas Industrial Colimissiun in writirl(. 'T'ile Trustee shall, prtillptiy upon learning of a uutel.aination of 7'a};ability (Whether or not the same i,; being contested), cause notice thereof to lie given to the :,unc}holder in the salve nmallr.f•r as is provided in the Inden- ture f0t- notices Of I-Ldemption. Tht. Tru:;rev i ay, in such ,;utic(i to bondholders, u«lke 1lrovisien, for obtaining advict! from 1)un41loldei'S, ill :;uch furry :(s ~ hall be (?f,clr&d appropr!-- c,tu, rt-;pectir(, relevant abszossments rwl(lc on Such bondhold- trs bar ±.hc' InteI'll cfl ievenue ocrvicc, so it c; +U 1;e able dhpp •opriate, to verify the ,-;istenco, present or 'uture, of be ternluniition Of Taxability. :J, (Juld there occur a 1)(!tolmi[lilt ion rif '_'«xubilit}, i;ut. lator thifn ,ix inonth,; bola th(' dat.(: (,f Cho! Uuterl'illliltion t,t Taxal)i lit - th(. coigwny ~3haii p,ly to th(.' Trtic:tee as Chu acct-lerateu paYfilUnt of the Notes, to otu f,eposited in the 13(>nd Fulld, an affiotlrit of moitffy which Wh'!fl ,(;(?ed to the ifinount t;-:n un depwsit in thf, Bond Fund, will hf• Cully sufficient to ri)tiT'0 _nd redeem ;11) 01' t:hc 014111 uUt:it.llirlina bonds of a I'ed_I^T+11011 ti:'1: _ IL131 ?;O Lh' principal I1m41111t of such Ends plu3 accru^d Pgt t,0 !'e+1Qm1>t1011 date!, ~:,Sld ~r_lAyill0Ilr hi111 11-0 lllc']tlrln 8'~L7r'nSc:S Of r@'j`-•Inpti OI1 :111!1 ' _ ` P l:i Wars};C?en3f 6 GI th+; 11'l1 tG° aI?d the pitying au^_nrs. Clot i,Itcr th:,ls ,i~: months lflcr the date of a Determination of Taxability, the Company instruct the Tres te: to :I; ply the- acc~ leI atacl P10te l,aylr nts made by th' Company as a I o:,ult of :such Ueterlnir.a*_ion of Taxabi 1 ity, on the earliest po:;sible date after the givinq of the required notice of redemption Linder the Indenture, to the redemption of Ponds or to the payment or the ]solders of the Bonds which have matured or have been redeemed or which will mature or will be i'ecleemnr] prior to the redemption d,ite provided for in this Section 5. 12, all in accordance with the reaisire- ments hereinbefore set forth in this Section 5.12. A cony of such instructions shall be forwarded by the Company to the Authority. Upon the redemption date provided for in this Section 5. 121, and providing them has been deposited with the Trustee th,, total amount as required, such amount shall cons,:itute the total compensation due the Authority and the holders of the Bonds as a result of an or.cllrrence of a Determination of Taxability and the Compalsy shall not be deemed to be in default under this Agreement by reason of the occurrence of such Determination of 'arability and Capital Expenditures Viclat-gin or Event of Taxability. The obligations of the Company contained herein shall survive the termination of this Agreement. Upon the occurrence of a Determination or ,ax- ability, any option of the Company to prepay the Notes and cause the Bonds to be redeemed under any other redemption provision of the Indenture ,31Lall be sup^rseded by its obligation to prepay the Notes and cause the Eonds to be redeemed in the manner, alld upon the payment of the sum;; required herein. Section 5.13. COVE,11ANTS OF COMPANY WITH PESI',ECT TO USE OF Pr U::E,EDS OF c'F.PIES 1962 BONDS. The Company covenants with tila Authority for the benefit of the holders of the Series :983 BoIlds that substantially all of the net proceeds of tht_ S,,ries 1962 Ponri.(as defined in Section ?..2(d) hereof) will be uz=ud to pay the costs of acquiring and in:;tallinj t,a Project:, which hroiect consir;ts of land of pro} ertl .1 to the allowance for depreciation under Section 167 of the Code, and that the proceeds of. I'lie Series 1932 .P,ondr: will not be used in any manner which would re:;ult in the loos of t11C exemption from Federal income taxation on L IJ the So ries 19E:2 Iond claimed under Section I03(b)(5) of t'rle Code. S'c . rtU; H JF:IT': ' S hI:(:'I' I 11 'CO I SSUF: POt:DS FURSU1•.NT TO 103(b)(6)(D) OF THE,, F'rior to t:la issuance and d"I ^ry Of the E,onds, thc• f•W-LI)rtty wi1I hava Ir, ad= all riec4..;:41:v 111rjL: t0 'LLf_^t ;.j Q 1CC t1GI1 "'4tl: respect to the Section 103(b ( ) ( f ) C th~ CJde. Sec+:ioll 5.15. FiLIMG OF CE''PT.'.It, C(ii1TI:IJ:.'TI_>4 STATEG7Et1TS, Froir tine to time, the Trur,te^ ;,hall duly file o` car.lse to be tiled continuation _.tatement:; for tine pttrc)ose of continuing without lapse the effectivene~;s of (i) t?lose Financing Staternellts which shall have been f i l('d at or p_-ior to the issuance of the Bonds in cone=ction with the security for the Bonds pursuant to the authority of ti;e U.::iform Commercial Code of Texas, and (ii) any previously filed continuation Statements which shall have' l)('en filed aS herein required. The Authority shall sign and deliver to the Trustee or its designee such continuation statements as may be requested of it from time to time by the 'Trustee. Upon the filing of any such continuation statement the Trustee shall immediately notify the Authority .-llnd the Company that the same has been accomplished. ARTICLE VI . Events of Defaults and Remedi_r Section 6.1. F%1PN'TS OF DEFAULT. The foliowing shall be 'vents of Default under this Agreement: (a) failure by the Company to make any interest payment required to be made Under the Notes when the same becomes due and payable and continual of r.uch ice failure for a period of one business day; (b) failure by the Company to make any payment of principai or prepayment premium required to be rlacie unclor the Note; as the same becomes due and payts}-,le, whether at the stated maturity thereof or at the date fixed for the prenayncl:t thereof, or upon the maturity thereof by declaration and continuance of such iailure for a p,~!rio6 of one business day; ( c ) failure by the Company to comply with the provisions of Section 5.1.'. and 7.2 hereof; (el) f ai luI by the Co+aharly to uLserve and o.rt. arm any other covenant, condition or agreement on its part under thi.S f•.crr'eQme11t or in tre IIoter, (other than, as referred to in. ,3ubsecnons (a), (b) and (c) of Sectioi f01' a heriod of 90 clays after written notice, 27 if i yn'1 .+.Ir.,h rii 1 11-e and Fey Ie ;t. i nj that it I• ;n_di(:rl, hall sr.- r1 ~-n '.o the company by the Tru, }.lu? 71 -11?'.'": C' -;,111 ;t(j1.1i0 1.11 wl-i t- ing to an r_'i:ttcn~ :u1Clt .11'1:r20r 1.U its exUlI. 1tlOI1) LI'O•: :^_'A, 1R''.fi'Ver, :f 111}'U' IIC) LI ~e CaI1:7 C^_ l(:abl~' ,Illy .,-I L:1110 i'7 4_. ~''.~IlSent "i 11 Ol .:11.'1h _ IL 11)J* ! ..:tl ~1Ct1U12 ,j CI,nIIJiilij~ h~Il n" =1Dpi1'11J1•. 3~u1,llci 11 )lilt I 'z ( e) the entry of a decree or orrier riy a cc: L t having 3uriis d'.ctloIh in the premises for relief In respect of the Company or adjudging the Company a bankrupt or insolvent, or appr~ving as properly fiiad a petition seeking reorganization, arraI (jQinent, adl::st - rnent or compo .ition of or in resprtct of the r'_ pF.ny under Title 11 of the United .:Mate; roue, as now constituted or as amended Or any other applicable Federal or state ban}:ruptcy or other :similar law, and such decree or order shall have continued 1_Indischaryed or unstayed for a period of 90 days; ol- the entry of a decree or order of a court having juri::diction in the premises for the appointment of a i-caiver or liquida- tor or trustee or custodian or asslgrlee in ban.Kruptcy or insolvency of the Company or of all of a major part of its property, or for the windinr3 UP OI' 117L11Got10I1 of its affairs and such decree or order shall have remained in force unrJL-uhasged or tuhsta7'-A for a period of 90 days; or (f) the Company shall institute proceedings to be adjudicated a bankrupt or insolvent, or shall consent to the firing of a bankrulDtcy or insolvency proceeding against it, or shall file a petition or answer or consent seeking relief under Title 11 of the United Statea Code, as now constituted or as amended, or any other applicable Federal or state bankruptcy or other similar law, or shall consent to the institution of proceedings thereunder or to the filing of any such petition, or shall consent to the appointment cdr t::l:irhg possession of a receiver or liquidator or trust;.e Or custodial, r..)r ls31~Jn'_? 111 1;Rn}:rllptGy OI' ltlS'01v~1hcy Gf _ or Of all or a :Major part Of its pr01,erl:y, Or P:-2 11 make in ass: glhment for the inr_•ne£it ii-.S credi tort, or 911-111 admit IIh tritincl its I:Iability '.o pay its 'D e generally as they come due, 01' ?11 takl II cl of Corporate a:;ti,)n IJy the C,-~rripany in furtherance of any Such action. The forerloing provisions of this Section are subject to the following limitations (pru✓ided, 110-,:e•.,c•r, that the limitations hereafter mentioned shall not relieve 28 t~:^ C:O;'1D:.r71% 1'C 1t: "}illr,'hCi0I1 C9 f ;'.:-111C1pa1 of all'a i i-: is r'rn5t oil t. he l',011 n acco1r17nce W1 1-h 1 ;I.- f.Crm'.s of t!I: S t:C1 r'M •~iP._I1L f~l rY,3 I~~~i i f Jy r':aa'~I1 Gf t C'J IlliJan'✓ i.1111 E11~1•'. '_Il ..'a'1I~' U1' 111 C-72''.. l.r, Cif rr'y' 0111, ..:n c. l :.?2'n'. II r~!'.: 11i':'1 f, f.llt"' tllalt 1:11^ ..1 r... _ r...n ria ll'1 '-~i l: r. ll l~ •rl fI h : U:i11~1d li:G 1' t .7 1 n 1`: Ll:rl IC)I1 ..J, 5.1.. lill-] 1i'rl •f,Y *lie CO'npsliy n 11 C~1 it -1L:.l I'j iI1'S '•iii; ~rT")1 r;'t I'l': :.I: -SlI E!=ll:, ;.1 t~1C: 'Il. l tl,.Il, 11l't tS,~ ..7 R'I: a=~-, of Gn 02 All'y' i:]11f1 Gt ..Ii'. 'I~rV('Ii111".Gilt Gi tj'lc Ulllr.ed State:, of 11If1'?1'l ;l of of tll'2 Stat'_ 9f 'Icxas Or ally Of their departments, ag:_'ncI,--Z po1iticaI --11h iivisioils Jr officials, or any civil or military authority; insurrec- tloIls; tornados'; riots; epidemics; Iarl'ia1ides; Iight11inq; earthquakes; fin's; hurricane El; storms; flood,';; washouts; drougtltS; arrests; restraint of c}7Ve1'I1m~i:'.t '1114 peJple; Cl~ll dlstu2'nallces; Eexploslcns; breakage or acc1S]ent to machinery, transmission pipes or canals; partial or entire failure of utiliti~-s; or any other cause or event not reasonably within the control of the Company. The Company agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the Company from carrying out its agreements; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discre- tion of the Company, and tile Coirnany shall not be required to make settlement of strikes, loc'.:out s and other 1nf.1U tI'ial disturbances by acceding to the deman%is of the cpposirly party or parties when such --our.e is, in the jud(lm,ent of the Company, unfavorable to the Company. Section 6.2. REMEDIES ON DEFAULT. (a) Whenever an Event of Default shall have happened and be continuing the Trustee, as the assignee and pledgee of the Authority under the Indenture, shall have the following rights and remedies: (1) The Trustee may declare all payments on the Motes to be immediately due and payable, whereupon the same shall become immediately due and payable. If t:lie TrugLee elects tG 9};GL'C1Se t:^ rem~'dy alford_1 in i-hi 3ecti orl 6.2(a) and iccclerates all paymentE on P:r,e Clete thelI tl.c' 1'ote~l 3:aI1 I eCOlne 11 -1 ;r.'?diatel/ due ;111'3 1) ay~77.' e alYl Lilf' al.lrunt t71:?Il CSUe payai-'l .e by C(1r• CO;rrpFA n7 as the ac, n.c'ratt!d Payment of the dote ilii1~ be arl am 01111: r,'Itiai to that IICC t1.;sAr to Y)Ie ar F'i-l 1217,1'II 1P. F1I l ')f tll_ c'onl :S a35UI"[In,j aCCe lc~YatlOli of tiln Bcnds under Yt~ indenture. If '_he Eonds ~;i1a11 Y-~_CGf?ie U'.le alld payibl^ U11.1'=r tll~ aE:Gtl(Jil S11b~iefatl^ht to the occurrence of a Capital Expenditures Violation (as defined in eCti^n 5.12 hereof), ti:e amount due and pay;A)le h"1euIlder :-:dull be the arr,ollnt set forth in SectlGn 5.12 here-of and tile covenant wltl t'espect to 29 'llch payi'. :1t !:_n'(i 11iC'i _I, J.2Ct_O11 `i, I.? 3llall SIt I'7i 11i~ ltl{rep R•:•nt~ _1iL. i. -1 La;::_ `.vnill •''J'tl Action Elt ia•.. lIl _cllli y '9y `nl I1•~:'C':;:. r-.1- cl c 7 . 1 I 3 b 0 ~ I:?1 1L1111:.. 'rt ~InCl ~?Y L1le .~t•~3 <C'.'rl nC'i J1' I,.I I1A i3 11 :e GL i:a•,, ref"`.1J F:I1'J I1°:1-C 117 r ~311y t •~d far in '.h• I1i:i~nLtlre~. . (b) In the event of a default in the payment ref the ,rincipal of or interest or premium on the Bonds, or in the performance of any acJl'eement or covencint contained herein or in the Bond or Trust Indenture, such payment and p'rformance may be enfor_ed by mandamus or by the appoint- ment of a I _+ce-iver in equity with po;;er to charq_e and collect such payments and to apply such revenues in accor- dance with this Agreement, the Eond3, and the Trust Inden- ture. (c) Any amounts collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture, a ld after Payment in Full of the Bonds and the payment of any cost,; occasioned by an Event or D,~Lault hereunder, any excess moneys in the Bond Fund shall be returned to the Company as a.. overpayment of the Motes. SE!ctior. 6.3. 1i0 REI•:EDY EXCLUSIIF. No remedy herein conferred upon or rdserved to the Trustee is inteude-i to be exclusive of any other remedy, and every remedy shall be cumulative and in addition to every other remedy herein or now or hereafter existing at law, in equity or by .stat- ute. No delay or cmisr;ion to exercise any right or power accruing upon an Event of Default shall impair any such fight or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Trustee to exercise any re.redy reserved to it in tills F.rLiclc, it :hall not 1, nec-S,ary to Jive silly tlOtice, otp-r than notice or llotlces as r,T y be her£?lll n?:p2'°: .l'f I'GTLIl l"td. '1'ne TI'1lstee for the bene' it of the holders Of tt"ie EGnds, -ul ]rCt to the provisions Cf .].le Inu^nLure, Jhctll b't entl.LleU Y_o the I>@fleflt of all CO7y'.117!sLL and arfl'er?1!1'~Ilt I1erCUntFt2n''.1. Sec ior. E .4. A •RE I]EI1T To PAY i-,TTrDFHEYS' FE'i:S 1.IID EXPEIISES. Should in Event of Default occur alld th Trustee CMployf; attOYMEl yS OL' 1nCUI:3 Other eXpellse- fcr tale C011ec- tion of aslm~ due hereunder or under the Notes or seeks the enforcement of pei f ormance of any other obligation of t :-,c-. 30 GIR7~if1y ilel''1L111'i^r 6L' llI1dC?' rho N-Dtes, th- '.,,npally shall Gil I1/3 ray to tiie T:-1:1:rnn 1..11'" rcl 17.. fe°_S OI -U .:.l dtS_'J L'S: ~?'j itd :SL1!~.'. G:l; r'1- 1'C•:, ::U lrr7 l :i1/1 ~S::D°Il 1{:0111 I'I'C'!1, -11 ~.~1 :"r. U: ..ilCl L~ Lilt.'?ii iJf al. in':'1 031 - 117 Lf,I _ 1?.1 L7i" ..OIICl~, :.11 x::11 b:al 'r ;tl:'t1 -?i:a0 b: <11 S'3 ~.:':7 f•.v~'nt f L~^1 Atli it. rQ_ _..:.i011 Of 9 C.l"ClFlrAL1 Ga rfl•'_L r?•t1Cill oaf t!'i r, 11 L':11C1G'1: of n-i tntar^st on the Bonds :.-11,3 11 also r.: c_iIIA lIly rJecA - ration of any acceleration of all payment:; Gn the Motes. in case of any such waiver G`_' rescission, r in rase any ?roceeding taken by the Trus*ee on account of any :uch Eve-n-- of Default shall have been discontinued or abandoned er determined adversely, then and in every ;llch case the Authority, the Company, the Trustee and ti-,e ikold'-rs of Bonds chap be restored to their former pGSitlons and IigiI hereunder and under the Notes, but no such '.,giver or rescis- sion shall extend to any subsequent or rather Event of Default or impair any right consequent ther~_•cn. ARTICLE VII. Prepayment of the Nlotes Section 7.1. OK-Otl TO PREPAY THE VOTES IN WH0h. IN CERTAIN EVENTS. The Company shall have, and is hereby granted, the option to prepay the Notes in whole and to cancel or te'-minate this Agreement upcrl the occurrence of any of the following events: (a) The Project shall have been damaged or destroyed: (i) To such extent that the Project cannot be reasonably restored within it period of four (4) months to the condition thereof immedi- ately preceding such damage or destruction, or (ii) To -xto-iit that th,. (.;r}jrll`a11'y' i.,3 t'nel ebb l~re'J ° . I1LC~d rCm c al'ryl n!1 din i t s IIOI'tr.ai GIJC ra tl. Cns at - Ile t'rG}e0t fOL• !1 perl'~'J of four (rr) :;4cnth}_ , or (Iii) To :i l3 ch E'xt9ilt ~:.1'.at th( cG:;t Ot le'.LuIaL1011 of L.::e YI'o)ect would CXC:(. "i by more than $100,000 the net proceeds of insurance carried thereon, plus the amo,lnt for which the Company is self-In used with resp(act to (leductinle amoants pert~ltteu under Section 5.8 hereof. 31 (l.J) T_.. '3 t}ln tQ('1~02"31'1 O• ail .~.r .51::.Statitl dl l'y' Fall U} 7.!iL. Fro1ect .-Aial ;;d`:e t•3eT1 ?r:on :1':e1' _11e _ =1'C _.;F 7 f 17e O'r! 1r O1 lit 1 1 :l illy rfG•.'31'Il'_n ri1 111:11'x: or 1 O l l at. 1: 7il 17C' C .1:1. 9i. lit •_I: ~'dfil,'~+ :i:.. I~.~,It•., :rl .,.r> ~ ? 1 (.';lr"f1S:n !';I1 1'. II Illal ,I,:•1..1 .'i`'1 t 'Ir - i 1...011 Qt t Il'J F3LU C'I 3b ')2 _1!, ;c , Il _ ~.il. t;•ij tdtr3 rat .,III,, I'1 .:7 CiI tI %3 t3. ':e dCt1Un (tid}:Jtfi^I' Jtate 02' rl' judgm,,nit oI- o1'd"f of an1 :Ull r cZ<J i.ll tive body (whet her Stat- or Federal) !W'f.red after t'le contest thereof by the Company in lood f,lith, this Agreement shall have ber_ome void or unenforceable impossible of performance in accordanCr, with tale i11t_llt aria pul'. posF --s of the pai'ti as as ex'r c; ',d li] 11715 Agreement, or if unreasonable burdens or excessive liabilities shall have been iinpo;.ed oil the Authority or the Company with respect to the cro)Qc:t, including without limitation Federal, State or ot17:'r ad valorem, property, income or other taxes not ling _.Tuo ed on the date of this Agreement. (d) Changes in the economic avail,ibility of raw materials, energy aources, operatl:lj -:Uppliea or facilities (including, but not limited to facilities in connection with the disposal of industrial waste) necessary for the operation of the Project for the purposes specified in this AgreerTient shall have occurred which in the Col,lpany's rea--unable judgment render the Project uneconomical for such purposes. To exercise any such option, the Company shall, within ninety (90) days following the event authorizing the exe::-- cise of such option, or at any time during the continuation of the condition referred to in subsection (b) above, c,ive written notice to the Authority and to the Trustee, if any of the Bonds shall than be outstanding, and shall specify therein the date of such prepayment, which date shall be not less than for~_y-five (45) nor more than ninety (90) days; from the clate :-u-zh notice is mailed, and in case of a 1'Er1_t11pt_On O£ t1le Bolld3 in ~SCCordance with t}le provlsiGllE', Of the Inderiture 13ha1l make rlr:'aIl'ln_17,r,llta Siitl:~fa~'LG1'}' to t.l;e Trllal.ee for the rJl :'irirl of th,! it'uuil'9~j notlGe of IP.C1Ctiinilf,I1. The prepaVMC,-J7t price •,rllich sA all },e paid t_o the Trustee by the COrc:',ally III tl.e eve rit of its e x e rcis~• of the f~ptI on granted ill thin _,_,cAion shall be an amount of money 'which, when added to the funds in the hoed Fund, will be sufficient to retire and redeem all of the then Outtanding Bond; at par on the date specified by the Company for such redemption 32 1 nC 11171T1g, wI t'otlt Jlml t:: ';loll, Fi 2'1 nC lplk 1)1us ac"Yu'.1C Intere ?tr, :ice %:1C r•,)I. tG rah'.. r"13LiUt1GI. ' n 1.0 prepay Lr?t3= .I1 r. i!.ll r.l .'"11)aI1y ^:i_ rJ C. dfy 01 al:Z^:e UrC'%,I I `1 Cl ^~rlt r - t:il~ ~ I-l1Zt ,It:!. , X7 .7, I1 ~ - ' Z31ci'.Iltlli . 1 l 3 :1,7 ~.t .tt ltl~l '..Rl`•t1~ '1'. L~ r13. tie DI'J, _011`1 `nc' Illa_'ntlll"_, Et Op :Gill 0 r) epaf a of any por_lon of `]:A L1llpdid L~:3iatlce Oi =i 11'f i~Ote ltl Order t0 effect the redemption, 111 1;1301e. Or lIh :,art, Of the 8er'_?$ Of EOnds in connection with wDIch Sllch 1:0te wi iS;sued to the extent permitted by the Indenture. To e xcvc,,se the eptlon gr,.nted in this paragraph, the Company s.hail give written notice to the f,uthc ity and to the Trustee and shall specify therein (a) the date of such prepayment, wjiich date shall be not less than 45 days nor more than 90 days from the date such notice is mailed, (b) the principal amount and series of the Bonds to be redeemed on the date of :;urh prepayment, and (r_) the applicable redemption provision of the Indenture. Upon the exercise of Such Option, the Company shall direct the Trustee to redeem the °onds in accordance with the notice referred to in the precid.inq sentence and shall make arrangements satisfactory to the Trustee for the giving of the required notice of iedempticul of said Bonds. The prepayment price whic;. ::hall be paid to the Trustee by the Company in the event of its exercise of the option granted in this paragraph shall be the sum of the redemption price then in effect for the 5onds to be redeemed plus accrued interest thereon to the date of redemption, Upon any such prepayment, the Company shall also pay or make provision for payment to the Trustee of all fees and expenses of the Trustee and any paying agents accrued and to accrue through such date of redemption. The Company shall have the option to prepay the Notes in whole, at any time, by (i) depositing irrevocably with the Trustee either moneys in an amount which shall be s Llffi C]9:1t, or 1;,overnment 0Jllgatl Ons the principal of and interest on which wllen clue 'rrlll pro' Ide moneys whl Ai, torjc•trl"r Wild thc- moneys, 11, illy, d'.pcslted 1.'ith or held "by the TI'l18'L f HL t.YIC' game 'ire aIL'r "c"'I11i51e for Sll~;ll pui'pCl ;e Shall f, C' EL'i I'It j)l12"$L1 c?Ilt G Llie INJ'~C~tU l'", ro FJay thte prinClltai of ;llid, i:1 L'fI"St on all of tnr. Lpllrls due and to become c1uE' on O1" t;V t.'1°_ 1'r•clr•::"ij~tl';if 'hate ( li t11e f?'Jn<1 ; are tG lift 1e~1'.•('ITied c,1- fiia tUL'1 t' f r (ii) pa,~,ing to 'Live Trustee, or m6:ing provision for such payment satisfactory tG the Trustee, of all fees 1111 CxpeIlSe Clue in con:lectlotl Wlth the payment Or re(I'.imption of ally "Llch Eonds, and (iii ) if ally F.crnd are to be rerlec.mr_-d rm any date prior 33 '0 t:1C:1' m-ItU ty, g1%,11vJ t:he T.....irrevocable '.I'•'t'.:''.IC's:J71:3 L7 ''_Iuch P,oI ris cli (late and either _'.'1 rl •a11L'~ lit C'=C t'Q tll" 7YU t}. fill r°d G':Lpt1Un 110t1Gr• A ILIi_ C~y 1.I1'= II1Slr_11i.11rC lil,'ir' lei "1] UI':'°11 Oa 111'r. rr; E~:~I'~ L)O'r;GI 2itt02"1:,111') 1:}}•: T1 1;, r' t0 rJlve 'tic 11 G'. ri _.',1.•.]~.. `.II b-1 11aed _II ? II I. _ te) 1'y r`i'r.D Bi Ph t. OI 1.1 ref U"ilC1 he U :Blil`{I 1n uron:-icn- of hc Ind_nture rit the ea rI r_:;t posoiule date IO: lowill:U L) 1B UrCC' r1:l.:1C'71t OI ±1'1? 1101-C C; by r'OlflpcZny at Llle prepayffhent price scat forth in .L•Ct20n 5. 121 1:GrC'Of . ( b ) In the event that any holders rjr owners of the Bonds shall elect tri exerci: r_• their cptirin to tender a71 or any portion of th Ii- Bonds for redemption pursuan.: to Section 303 of the indenture on an Elective kerlemption Date, the Company agrees that, unless it shall erercise its option to purchase all or any portion of the conds so tendered pursuant to Section 7.4 of this Agreement, it shall prepay the Notes at least one day prior to the Elective Redemption Date, such prepayment to he in the amounr, of 1006, of the principal amount of the Bonds so tendered plus accrued interest to the Elective Redemption Date. In the event the Company elects to purchase all or any portion of the Bonds so tendered, the Company's obligation to prepay the Notes as requited by this paraoraph hall be reducer) to the extent of the principal amount of the Bonds so purchased. The Com- pany's obligation pursuant to this Section 7.3(b) shall survive the Payment in Full of the Bonds. The obligation conferred herein shall supersede any option of the Company to prepay the !loses contained in this Agreement. Section 7.4. OPTION TO PURCHL.S•E TEIIDERED BONDS IN LIEU OF REDEMPTION. The 'authority hereby grants to the Company or to its designee (to be named by the Company by notice delivered to the Trustee from time to time in the manner specified in this Agreement for the giving of notices), with 1'e p_•ct to any iioncis properly tendered to the Tiustee for rccie;npti~n prior to maturity at the option of the hoI -i- r I ho=reoi I1 ally FIr:Ctive I:°deirr•ti,n gate pur..iiant tG :eCtlt,tl Ju3 UI '"Ill] :1lCL- Lll i•r_, i. Il 1 1Cli -If [A r. };lIliJ pajJ l'1°nti:. herellndet' 02' undeI- ltlc' Ilot.?s tV acc0il;pl is *_he t'Cd:_:nptiOil CUf any 'nich h'~nUS, to -.Iectl lIIST.ee'1 t0 Ii',i1C:7:daC, wd th fllnds pIG'lld6d I)y the CUltlljill"y or its 'Je l(.Inee, _.7m the holcier or hol,lers thereof on such Elective Rr_•demption Date all or any part (in integral multiples of 55,000, selected in suc?1 manner a6 may be de i(Ilnated by the Trustee) of the Bonds so tendered for redemption on :juch date at a price equal to 34 s~ 10010 of the orhnciUal 'imOuIlt thereo' p11.1 ^rll'='~ 111tC1'e if an,,,, on such ~H oruis to the Flt ctive L, :.rm.E,tion Date as Il°2'3111FI f tea' UrD': Lae"1. Ti-1Ccr~,oalll or i'. r] r F (inee SIla11 iQ '11'C31 il::e :'UC11 }:Oi1Clt 11 Cf il'/ ii lJ^1]CdI'lr lectl, r l'2M'1.1Cn I) -i i ~ 'i ~1!~ `I1 C1U' re mar 3 .G lint,.: i1 i_1 11q 1~ i. 11 1011 tc IiC:1 r- .,11r ri :011 4, t] .}.C 1': r• i:. i'~1] ~)3 t'j 111 Ic.'.: oL ))e so ci_;h :ha.',i, and (li) d` Pte. till.(} C'1' c' 111 n l:C ci'_pv J'_. with the TruF'te, e for payment : It') rile E rl;i 1u-cha, e r.ccount (created par-,i-:r:_ to E<~'ction u_0 of the Indenture) at least one ;ray prior to the Elective Redemption Date, an a;na Ira of money r:ilic : will, together with other morels tr:e:11 a; ai la'u1c ir. such 1ond Purchase Account, br: 2Ufficie11 t to effect the purchase of Bonds being purchased. AMOUntS paid to the Trustee pursuant to this Section ,hall. be used and applied to the purchase of the Bonds being purchased and not for the payment or redemption of such Bonds (such Bonds to remain outstanding within the meaning of the Indenture). No purchase described in this Section shall operate to ex tircluish, diminish or di. ch_lrye the oblication of the Corlipany to make an, other payment required to be made pursuant to any other pro•1isions of this Agreement. Section 7.5. RELATIVE FOSITI0111 OF (,FTIONS AI;D INDENTURE. The options respectively granted to or conferred upon the Company in this Art'.cle shall be :arid remain prior and superior to the Indenture and may be exercised whether or not the Company is in default hereunrler or under the Notes. ARTICLE VIII. 1` Iisce11aneous tion 1. THI-M T his issr err, 71.1all T.~'Im111ate '✓111..n r'a,n'e11t in Fu} 1 of tr:°_ :'Jn7S :'hall I1 2 Le"nmal Section r.:. N )TICi.J. i %c 5p eL~ ii1Ga11'r U1'UV IQE: 11'~LCj :I1, a1. llCl tI EJ }J 1uVdi consents, and other communications hereunder shall ))e ill writing and shall be de!-~med to ha` lR beef] CI1'Jen when rieliv,!red or mailed by first class recglst,_red or certified Inail, postage prepaid, addrezserl a', follows: i 35 a) ; t f O Lh~ ..`1tz10_ _ty :'y Cif rJr. "?n _...a:b _;ai Ii:•~; n_1C:C TGl1t r.tl:-11Ci'1:. - I I o00 Va i I', pad (C~ if t0 thU 'i' The Citi-ens Md Na:1onai Eink Marietta at $road Str(.nt Atlanta, Georg., a 3'()3~)r~ Attention: Corporate Tr.l:,t Di•: ielon A duplicate copy of each notice, certificate or other communication given hereunder by -:ither ti:e Authority, the Company or the 'T'rustee to any one of the others, ;hall be given to each party to this Agreement. The Authority, the Company, and the Trustt.e May, by notice (a:'ven nereun Ter, aesignate any further or different ad(il'essi .-s to 4111ch subsequent notices, certificate3 or other COIDmU111Cat16lls shall b sent. Section 6.3. FINDING FFFECT. This Agreement shall inure to the benefit of and shall be binding upon the Authority, the Company and their respective successors and assigns. Section 6.4. SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unen- forceable by any court of competent jurisdiction, s1lch holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. AMOUNTS REMAIN11:G IN BOND FUND. It is agreed by the parties hereto that ;mbject to and in accorCiance with the tel.'m.s and conditions of the Tnrien'-ure certain ml,.-plus moIleys remaining in the two accounts in the Bond Fund :hall ceiong to arv-, be paid to the Company by +,he Trustee. 5ect1011 8.6. AMENDMENTS, CHAt:;ES tUID !1DDIFII:1•.- TI01:3. Erse-." aU utllerwls:F provide(i in Agreem,mt or in the IndenLure, subsequent to the initial -issuance of Bonds and pricr to the Payment in Full of the Bonds, neither this Agreement nor the Motes may be amended, ~,;ranged, modified, altered or tcrrinated without the written agreement of the 36 :'.lltllorlty and Ile l,I 111'1 :m I L11e rlt'.^I1 -_)nserlt of --.c. 1 t!'.3 C.i",. i'F.FTS. CO'.1P.`:GL- `.11 3nc1'. r~: 'n ll: _11 :;11 r111 C~'"• ar" OI 1fJ12:41 411'i all of .;11J _11 I or -1, 11 1.111 :•.':7 t' ^_Ili .I... ":'i11'.'i'11' _ r;:. .tn~1 :ri 'l,~.r 'f 11' f f y t,. _~on 1;.~. I:.tir.1 `v'f„„_I:iIG C:111!.~'Pr:1JCIl01d t![ 'this hcire..r,r•nt a11C1 t:he I`EO 5 511all Le rjovertIed I)y, 9fi'i ccn:,.Luued ill f1CC4r- -laItce Y11 ttl, 1.he lawF, of t11'3 [itaLe Oi l°Y. E75. 1117. t gr°C'T..RL rind the iJo L:•'.". r+vp I'e SS the 11 tlr0 Ulld e l':; t alld 111 g and all aure'.IneIlts between t;le parties, and neither party has made or shall be bound by any agreement or repr^:;ontation to the other party which is not expressly set forth herein or in the Notes. 37 Iid SlI^.':'1'r.',.^-,;:~ S'i:? t•:?.C. ~i'ie itlltT.O:: "j .1r1ri t11°_ Cpr-P']:jj' have Cau_, Cd hl . 1 acs.^ir rl p Y rlltC j In the_ re pc'c- tl.•° :GL'pJ:ate .:L_, _ ate _ n, :;e !lerc 11to a:.... 1 :Irma .:tC. _11''.1 '1']1y all'.::le..zuli 1:17Y , , . 1 . ( SEAL Attest: :ieC rc- T. T1r Fy: .le: (SEAL) Attest: By: '_.1 3 & P1'.,^uc_-, Piote 1: C1 r ~ 1 i ( '1L ~ T ~ 1',.)1 i ( :.1:•~ f x.11,., ii ' ' 1 ~ 1 •r I I - Ii1 [<)_r 3L 1Gil, 1_- r3 ,'.i'. I ?1"l 1IIU In r ~ -.11.111 . `3 11in i / CI •~•I1 t_O11 inUL1 li l .11 f ' 'l 1)Jllt}' It111. t1>-i ~:J~ J1 1) U, 111)0 231 x 1 11 I a t 111 ln~~lpa1 c [ioI111L Of 1~. O•'i1tO a 11 ~ : r} 1L~•11 r J i.C]Eil iG..~I1C n'1 horit}' F' c•I:ue Fonds, Series iJ~2 (Uui61) Cramp _1001 P103 ect} (th,.2 'Sera, es 1UP2 I:OnCYa11 i r, ,._I} to the here! /y prcm',i es roFpay OrdeI. of the nllt"norlty, the UL'InClp3i Lif6 GI .$3, 000, 000 torlether. ;Ii th interest at the rate of arinllm and rede;I tion p`L p premium (if any) tllel'con; and ,imilarly to pay interest he1'eon at tllc• rate of ~()'`5 annlltn CHterit Perlttl Ited by 1clYJ, 011 3I1y OVerdIP2 iI ital'_ments of principal and interest as foliows: (a) at least one business day br_fore L2,'Ch "ay ; and November 1, commeIlciI a- May 1, 19;'3, willch will equal the llltGre:;t on the :,•~I•lr':: i9F;l. F:JI:':~ -o.mirg dve on such dicta; (n) at least on,- i,usiness day 'eIr) -,ny :--demr,- tion date for the Series 198:: B onds, a :gum equal io rile principal of, redemption premium (if any) and interest on, the Series 1982 Bonds which arc. to be reie er,d on such date, and othev amounts Erayable filth resr~ect thereto (illcludiriq, in the case of rederoption puI•_ -rant to Section 5.12 of the :'Agreement (hereinafter defirlc.(A) upon the occuil rence of a Determination of Ta xabi l i ty, any additional amounts required to be paid by th,2 Company in connection with such redemptioa or any amount-, required to he paid to former holrlerz of !;;e Bonds) ; and (c) at least one. 1x11 iness day before do amber 1, 201 a :i'.1m which 9!111 equal thc.• tl}C t1 O'J t-s tF. x11 rJ pr1IlCiDai =.''ipl]I1z Of LIiC `CL- ieb' ink? uOnriS. 13 !1'.1t ii° 1 <'t.iI1U l ad I-.n' n 1 ° 'C-, r'>l y a 1 CI11 `_'U it rl<1 li l e ,7<1< .1 ' G :;)n r1 t.1 f•, 11. <irl1 .'_,tl',1. III i1 '.1 C11aI (:F11)k if I j i ;1, I IJ I_ ye (Ll.'.. 1 1-11:itCF n) , Ullr3ual•lt to th_ h1'0V131 C, I1C Of :.11 e lndc•nture of Trul 7,t, dated as of No-:t_,ir _mr l9e2' J et41E~•r) the i".11tllorlty alld t11C `fall '.ee ( the r~ Indenture 1l) and ,^,!ich payment 1 wi II fj_ made d1 V0ct17 to the ~'rtlstee nor the account of tl:e Authority pt,l -.cant to ouch ase,ignment. ;,aid aIt . 1:, r',-a as .t'CliI'1ty 1OI' r}:e pay:n- 11 t Of }le series 148: ~311d ?li 'il1E terfgs, COllditlphh~ anCl provisions of t}14 1 1'AeII --"I "i by ±.ili rr:f c•rr nce th r to, 1iOte at . tC a'. Du fi p!'- LL• ..1 U ..:C r :•,1 :111*."' 1v1~` x111 .tl^. F. .11 fi. f _ la ,~UtIL Gf liLlcn 0:'.•:111 iiP,; (ii ~11y~ d ✓al_ r' ] P )i 'I1 !.n 2 i ~)G,c hv.h:l'., 11 .J i1C17 .I~•f71 a111'pli iii llitr•1'r'r. _ p.7` i ^Ilt :;7 Si It LRIy em' iliintIal 111 C'CC•?'t L.~y,; Il Clit✓3 t.}1!? 1ii11Ci11Cti IIl t}7 U ;F d d'.2 i'ed ]n the I11':°ntll r°. 1S 11 ;ufIl lent Lo If'ake the requlr'd payrlrtI,t- of rjr nclpal, reri ^.lptlon 11rem1Uin (lf any) and 111ter-Lt r)ll the ._le~ 1~c2 Bondc on such date, the Company shall fort}1•rrith pay any Such deficiency. Thi s P•lote i s i ssu1]-d to eV i d enc 0 the Company' s payment obligation contained in Section 4.2 of a Loan Agreement, dated as of November 1, 1992, between the Author- ity and the Company (the "Agreement"), and is entitled to the benefits and subject to the conditions thereof. This Note is subject to prepayment as specified in the r-.greement and all of the terms, conditions and provisions of the Agreement are, by this reference thereto, in.orpDrated herein as a part of this Note. Anything herein _o the contrary not'rri"-stallding, any amount at any time held by the Trustee in the pond Fund rcterred to in the Indenture shall be credited against the next succeeding payment hereunder and shall reduce the payment to be made by the Company to the extent such amount is in excess of the amount required for payment of Series 1982 Bonds called for redemption, redemption premium (if any) and past due interest in all cases where such Series 1982 Bonds or coupons, if any, have not 1;een presented for payment; and further, if the amount held by t),e Trustee in the Bond Fund should be sufficient to pay at the times required the principal ot, redemption premium (if any) and interest on the Series 1982 °onds then remaining ur_paid, the Company shall not be obligated to maize any further payment; hereon-ier e,xceps as ci_scribed in Section 7.3("r,) of the Agreement. The obis 1e7=1011' Cif th°] i:GTpany U 0a"- me:lt3 rC!Tlll1'?:.~ t0 1;•~:(iU 11x22 r.•l1li le 1' :~}li:l be ( 'br'l ltct ancJ un~onrlitionai r:nd -:;a1i not ::ui;7ec.t to dir-;r.lt;otl ir✓ set -ol r, counterci im, abatement or of}lcr.;iie. u1,ti1 l,uc:il time as the principal of and interest on the Serles 10, 2 Bonds shall have been fully paid or provision for the payment thereof shall have been made as prov-1ded in the Inrvc•nture, the Coripany will Ilot .u •r,end or discontinue any 2 h (}'e,ents reuuir(d to be m.Ide hereunder the extent the !;amo h,:lo' e 1'eell 1)f )a1C1 Ind wlT._ I' L to r4111.1te 1tS ob11 1,(tiOn s he rc(1ndcr 1(-)I' Ily C3uS0 (nr' Ill Cliliq wlt11out licrlt.iva the yE~n'_ciiity ui the fcrefjoir,f.I, arty acts or ~lI.CII111Stanr. ('6 Cleat 11lay t:ltute fct11;1rC' V1 CUI1sideriticn, ,'ale, los-L:, destrl!U1.,on (Jr (:owieRlnatioii f,J fir (laILaye t(, the Project, ony change lr; t-l((, tax or otl;f-r kGors of tJlto United Elt,•tes of luourica flr of {.he Stat(~ ui f)~ any political r3uiul.ivi:iiorl of eir:ller, or any ftiilure uI i t Authority to p >r'furm ~(nd obsu:-vo al1'1 a(gro, ,rit:nt, wh(•thrr express (ir in,)lied, or stny duty, licit, lity or oblig,it_ir,n arising out of or in connection with the Agreenwr,t. In else of an t•,vr;lit of Detuult, (Jefirirju in the Agreement, the principal oL ant interest or+ I J;is Note may k e flflclared ir,'n;ediatei} duu Ind payable as I,rovilJed in the !.y reement . I?I V1ITNESS ;`,1jL1th0 , the Company hcl;i (paused th, s Promissory Note to be executed and <-ittestea Lit its (;orporate z.,ime by its duly author i--ed officers and its :;(,ai to be hereunto afiixecl, all as of the date i1r(it ibove w.?tten. UNION CiU-iP ( 0Pk'0Ilt)o'; IGN T3 Y '!'itie: Sc:r:ior Vi1:(~ F'r~~siuer,t 1 Sl;ilh} Attest: fly: Title: Pay without recourse to the order of 'Ihe Oiti;:(-ns ~ar.d Southerr, Uational Nan}:, a~ Trustee, under the I nture of TruJ dated as of NovetrJ)er 1, from the uridersi(Jn(u i,u±hority to said Trustee.. CIT' OF bI,VECN Ilrlllis'161P.1, DhVr.i (.11I1r:NT AUTJ:C),,111'7 liy. 11r It, L'c i(I UI. Ult(, (,t.ors Ly: ,ucreU,Z~', ho.ird r,I 1!1 e~Lurs 1''h. r,) 3 lAtlllilrl„I'n The 1'ro ject Tlw Prujuct cur,!;i: is of trccc;uisitxcu troln 11arl,;Ce,l [,uration o1 i s ar. r(. >,u cul e,! land and _n cX . s t my In II LIwa11 L,lg 1 cnt t.herc on, ]ocuted at 3100 Lcrlotui EtreetI Dei,tc)n, 'llle Project will aleo includes tht! acquisition r..rd inat<<llatior, of existing L<lnihment in the tray plant, whi,2h will he ccnverted t.o acc0lr.lr d,-..te the pror]rlcticul requirements t flit dlant, inclueline; L u t not 1in,itr,d Lo a truci: ,Intl .orkli ts, printinu l,re2sses, setaine eyuipuu nt, su ers „r,d ;ottomers. I 1;xhibit "Ft" - 1 Ei1 1J9 t',ro.~ll C I TY `F DE,=tI IidDUSTR IAL D E JE LOP' -E;i1'P AUTHOR: T and THE CITIZENS AND SOUTHERN ,dATIC EANK ( UPI ION CA:-',? CORPORATION PROJECT ) Securing the issuance of $3,000,000 in aggregate orincipal amount of City of Denton Industrial Development Authority Revenue Bonds (Union Cann Corporation Project), Series 1982, aI1d any Additional Bonds J ssued hereunder. DEBTOR: CitY of Denton industrial Development Authority 215 East McKinney Denton, Texas 70201 SECURED I'ART'i : The Citizens and Southern National Bank Marietta and Broad Streets Atlanta, O,~orgia 30339 T i1JST INDENTURE I TABLE OF COClTENTS (The -able of contcn-3 f0_ t::13 In':?atu:"? of i3 for COTi'l_n.etl' ? L°'9I'?nCe on1 y and ' s not 'jef.ae, Liiillt: or deSCr1D0 tl~? SCOpe o: intant Of al:y pi'7'li,3ion3 of ....3 Indenture T113t. °age PARTIES 1 AMBLES I O.-A ITING CLAUSES 3 ARTICLE 1. DEFIZfITIOMS 4 I Section 101. Dafinitions 4 Section 102. _rse of Phrases 8 ARTICL7 11. THE BONDS 8 Section 201. Issuance of Bonds in Series 8 Section 202. Dates and Places of Payment of Bonds 9 Section 203. Execution of Bonds 10 Section 204. Authentication of Binds 10 Section 205. Form of Bonds 10 Section 206. Mutilated, Lost, Stolen or Des .roved Bonds or Coupons 11 Section 207. Registrati3n, Exchange and Transfer of Bonds 11 Section 20S. Notice of Redemption 13 3ection 209. Cancellation 14 Section 210. Unpaid Coupons 15 Section 211. Manner o Redemption 15 AR'~ICLE III. THE SERIES 1932 BONDS 16 Section 301. Issuance of Series 1982 Bonds 16 Section 302. Redemption Cates and Prices 17 Section 303. Bondholders, Option to Tender Series 1982 Bonds for Redemption 18 Section 304. Pro Rata R?remp:ion 20 Secrior. 305. Form of Series 1932 Bonds 21 Section 306. Delivery of Series 1992 Bonds 46 Table of Contents - Page 1 ?a~~e :.R:I:LE iv . ?.DDIT'-'0NAL BOtd.S 3 Sac=ion YOI. _i.tioaal ~..;:.s 43 Jv'Ctl>Il~~ ?3~ _ ty 5. 3~ction 501. laymen*_ ~f ?ri.,.ipal and i:: er?st Si Section 5C2. Per*'ormance of Covenant ; Authority 52 Section 503. Priority of Pledge and Securi ty interest 52 Section 504. Instruments of Fur*.her yssurance 52 Section 505. Financing Sta:-2ments 53 Section 506. List of Bondholders 53 Section 507. Rights Under Aureement and Motes 1.3 Section 503. Authority's Election to Issue Series 1932 Bonds Pursuant to Section 103(b)(6)(D) 54 Section 509. Arbitrage Covenant 54 ARTICLE VI. REVENUE AND FUNDS 54 Section 601. Source of Payment of Bonds 54 Section 602. Creation of the Bund Fund 34 Section 603. Payments into the Bond Fund 55 Section 604. Use of Moneys in the Bond Fund 55 Section 605. Custody of the 5ond Fund 156 Section 606. Non-presentment of Bond? or Coupons F6 Section 607. Trustee's and Paying Agents' Fees, Charges and Expenses 56 Section 608. Moneys to be field in Trliat Secti,,)n 609. FeFayment to t'r.e Company from the Bond Fund and Bond Purchase Account 57 Section 610. Cr-ation of the Bond Pur--hare 57 Account ARTICLE VI 1. CUSTODY AND APPLIC;TION OF PROCEEDS OF BONDS C8 Section 701. Disposition :f Accrued Interest 53 Section 702. Construction Fund; Disburse'.snts 53 3action 703. CoMpleti")n of the Project 53 A?:iCL~ VIII. IfiVZ'S":itEC1TS 59 Section 301. Constru:*_ion Fund Investments 59 Section 802. Bond :Lind investments 59 Table of Contents - Paqe 2 ?fie 'RTICLE IX. CHAEGE OF LIE:J ;0 Section ?9I . D1aci:.1-ge c_ Lien and 'r.~en' ure 30 on 9 0 1.S10rt Lo:' Paymen- o ~ 8~n 1a oC .RTI t:. Di. :iJLT I IN I i')I1S AND =UST-E-E AND FONCIH .DERS 51 S,,ctlon 1001. D?faults; Events of Default jl Section :002. Acceleration 52 Section 1003. Other Remedies 52 Section 1004. Ri_Yhtz of 3on'holders 62 Section 1005. Fight of Bondholders to Direcr_ ?roceedings 63 Section 1006. Application of ✓orievs 63 Section 1-007. Rights and Remedies Vested in T;.:stae 65 Section 1008. Rights and Remedies of Bondholders 65 Section. 1009. 'termination of Proceedings 66 Section 1010. Waivers of Events of Default 56 Section 1011. Notice of Defaults; Opportunity of the Authority and Company to Care Defaults 67 ARTICLE AI. THE TRUSTEE 68 Section 1101. Acceptance of the Trusts 68 Section 1102. Fe"as, Charges and Expenses of Trustee 71 Section 1103. Notice to Bondholders If Default Occurs 71 Section 1104. Intervention by Trustee 71, Section 1105. Successor Trustee 71, Section 1105. Resignation by the Trustee 72 Section 1107. Removal of t2-.e Trus"zee 72 Section 1108. Appointment of Successor Trustee by th- Bondholders; Temporary Trustee 72 Section 1109. Concerning Any Successor Trustee 72 Section 1110. Right of Trustee to Pay Taxes and Other Charges 73 Section 7111. Trustee ?rotected in Relying Upon Resolutions, etc. 73 Section 1112. Successor Trustee as Custodian of Funds, Paying Agent and Bond Registrar 73 Section 1113. Trust Estate :day be Jested in Co-Trustee 7Y Section 1114. Continuation Dtatern~.-n`s 74 Table of Contents - Page 3 D3,-fp RTICLr .:I.. *,,'EETIN-S OF 3CIiCHO E3S i52= Se:r,:on 120.. P c_posas for ,rlich ~,oridholdars' :ieet_ng ~ia-Y !D Caed 75 '.,,013 1 ? 2 P13Ce J: I'i@Ctings Oi -ond.) )Ider3 5t.~n 1203. Ca11 and ilOt.:e 0 ~011dhol-._rs' etin js 75 Sec,lon 1204 Persons ~iltlt_ rl t0 '0'0t° it Bondholders' M,2 ::.ngs 70- Sect ion 1'^5. Dei.;ermination of Voting Rights; Conduct and Adjournment of Meet1-ngs 76 Section '1206. Counting Vohs and Recording Action o: Meetings 7B Section 120',. Revocation of Bondholders 78 ARTICLE XII I. S'J?PLEM::I`lTAL !'NDE:lTU,~ES 79 Section 1301. Supplemental indentures Not Requiring Consent of Bondholders 79 Section 1302. Supplemental Indentures Requiring Consent of Bondholders 79 ARTICLE XIV. AMENDMENT OF AGREEMENT AND NCTES 81 Section 1401. Amendments, etc., to Agreements and Notes Not Requiring Consent of Bondholders 81 Section 1402. Amendments, at,-., to Agreement and Noces Requiring Consent of Bond- holders 81 ARTiCT~E XV. 14:SCELLANEOUS 82 Section 1501 Consents, a*_c. of Bondholders 82 Section 1502. Limitation of Rights 83 Section 15C3. Severabilit7 84 Secr.ion 1504. tloti:.es 84 Section 1505. Trustee as Paying Agent and Bond Registrar 85 Section 1506. Payments Due on Saturda7s, Sundays and dolida7s Sect cn 150 Counterparts 85 Secticn 1508. Laws Governing Indenture 85 SIGNATURES w~.ND SEALS 85-86 Table of Contents - Page 4 INDENTURE GF ":RUST T)!IS INDENTURE OF TRUST (the "Indenture"), datea as of November 1, 1942, made and entered into by and betwean City cf Denton Industrial Development Authority, a non-profit industrial development corporation created and existing under the laws of the State of Ts.-:as (the "Author- ity"), ar.d The Citizens and Southern iLatiur:a1 Bank, a national banking association duly organized and existing under and by virtue of the laws of the United States cf America, having power and authority to accept and execute trusts, and having its principal corporate trust office in the City of Atlanta, Georgia, as Trustee (the "Trustee"), W I T N E S S E T H: WHEREAS, the Authority has heretofore been organized under the Development Corporation Act of 1979, as amended (Article 5190.6, V.A.T.C.S.)(the "Act"); and WHEREAS, under the provisions of the Act, the Authority has the power to grant, loan and lease any of its funds and property to private persons and corporations promising to operate any industrial plant or establishment within the City of Denton, Texas (the "City") which in the judgment of the Authority will be of benefit to the people of the City; and WHEREAS, the Aut•ho-ity further has the power to issue bonds therefor and to eel!, convey, mortgage, pledge and assign any and all of its funds, property and income as security therefor; and WHEREAS, pursuant to and in accordance with the applicable provisions of the Constitution and laws of the State of Texas and in furtherance of the public purposes for which it was created, the Authority has agreed to finance the cost of the acquisition and installation of a new industrial facility of Union Camp Corporation, a Virginia corporation authorized to do business in the State of Texas (the "Company"), in the City of Denton, Tex-:(s, consisting of land, buildings, machinery and equipment and related real and personal property (the "Project"); and WHEREAS, the Authority has been advised by the Company that the amount necessary to finance the acquisition and installation of the Project, including expenses inciden- tal thereto, is at least $3,000,000; and WHEREAS, the most feasible method of financing the cost of acquiring, constructing and installing the Project is through the issuance hereunder of City of Denton Indus- trial Development Authorit; Re~,enue Bonds (Union Camp Ccrporation Project), Series 1982, in the aggregate prin- :ipal amount -,f $3,000,000 (tile "Series 1982 Bonds"); and 13z_ nEAS, t1e =.uthority has enter,-!d into a Loan Ac11'eement:, dated as of [!'JV3mber 1, 77982 (,.1,e_ Agreement" w,. `h the C.DmYa,,y under 'ile ter!,is of which the Issuer has J;'9ei :r~ 7inance the cost of the dC7ui31'1' 11 and 1n3talla- `_lOta 9 "-e Project through tfie issuance of t.-,e Series. '982 73)nds and, in :onslderazion thereof, the rr,;rpany has agreed to del. er to the ?.uth,-) r I : y its PrGm18:i~Sy Note, dated November 1, 1962 (tine "3erles 1982 Mots"providing for payments sufficient to pay the principal of, and redemption premium (if any) and interest on, the Series 1932 Bonds as the sane become due and payable; and dHEREAS, the payments to be rucei•:ed by *_he Authority under the provisions of t:ae Serie3 1:32 dote muss: be assigned and pledged to the Trustee, together with the Agreement and the Series 1982 Mote, as se^urity for the payment of the principal of, and redemption premium (if any) and interest on, the Series 1982 Bonds; and WHEREAS, the execution and delivery of this Indenture and the sale, issuance and delivery of the Series 1:.32 Bonds have been in all respects duly and validly au-,.1iorized by resolution duly adopted by the Authority; and WHEREAS, is is anticipated that additional moneys may be necessary to finance the cost of (a) completing the acquislt.ion and installation of the Project, (b) providing for the enlargement, improvement, expan~icn or replacement of the Project, (c) refunding any bonds issued under this Indenture, or (d, any combination of the foregoing, and provision should be made for the issuance from time to time of additional bonds which shall be equally and ratably secured hereunder with the Series 1982 Bonds (the Series 1962 Bonds and such additional Bonds being hereinafter collectively referred to as the "Bonds"); and WHEREAS, all things necessary to make the Series 10,82 Bonds, when authenticated by the Trustee and issued and delivered as in this Indenture provided, the valid, binding and leyai obligations of the Authority, according to the import hereof, and. to constitute this Indenture as a valid assignment and pledge of and security interest ir, the payments herein pledged to t, -le payment of the principal of, redemption premium, if any, and interest on the Bond: and a valid assignment of all the right, title and interest of the A'.tthority In the Agre.ment and the Mote, ha-/e 'been done and performed, and the execution and delivery of th'-s Indenture and the. execution, issuance an, delivery Of -he Series 1982 Bonds, sub3ect to the terms hereof, have in all respects been duly authorized; 2 NOW, THEREFORE', 'KNOW AL:, b1E:! BY THESE PRESENTS, _HIS INDENTURE Wl'."NESSETH I'haL the Authority, in c:hs1!9eratlon of the premises %ind the :rutual covenants herei-3f _er contained and cf the accept3nce by the Trustee of fl? „rU'St3 hereby created, and fcr other good and V3!ua`J~? :onslderatlolh the -:!ceipt of Whin is hereby aeknoGJLed,-9d, oraer to se;Ur the payment of the principal of, ana r?'1°_ ptlon prem; 1 (if any) and lntere'at on, the Bonds accoraing to ?:''heir tenor and affect and to insure the performance and .)bservance by the Authority of all the covenants expressed or implied herein and in the Bonds, has given, granted, pledged and assigned and does by these presents give, grant, pledge and assign to the Trustee, and to its successors in the -rusts hereby created, and to them and their assigns forever: 1. A security interest in all right, title and interest of the Authority in the Agreement (except for the indemnification rights provided in Section 5.1 thereof). II. A security interest in all right, title and interest of the Authority in the Notes ids hereinafter defined), including, without limitation, all payment3 made thereunder. III. All amounts on deposit from time to time in the Construction Fund and the Bond Fund, subject to the provi- sions of this Irdrinture permitting the application thereof for the purposes and on the terms and conditions set forth herein. IV. A security interect in any and all other property of every name and nature from time to time hereafter by delivery or by writ4.ng of any kind, given, granted, pledged and assigned, as and for additional security hereunder, by the Authority or by anyone iii it; behalf or -with its written consent, t7 t.e Trustee, 'which is hereby authorized to re+C'Iive any and all such property at any and all times and to i..:ld and apply the sEme subject to the terms hereof. TO :1AVE AND '10 FOLD all the same with all privi- leges and appurtenances hereby gi•ien, granted, pledged, assigned and transferred, or agreed or intended so to be to the Trustee and its successors in said mists and to them and the.r assigns forever; 3 I'M TRUST, !EtiERTHELESS, upor. terms and trusts herein se o: forth, for the equal and proportionate benefit, security and protection of all holders of the 2onds and inter3if coupons issued or to be issued and secured by this 'nd^ntur°_, without prefer,3n:e pL'i~L.ty distinction as to lien or otherwise of any of the :.onds or coupons over any ,'it, r::e oth?rs except -is herein ax.press'/ pro'/ided; PROVIDED, H0'4EVER, -.h,-t"- - when pr Lncipa'. o,' and in--rest on all of the Bonds secured he,_ ]ave been paid or shall be deemed to have been paid in 3c_ordance with the terms and provisions of this Indenture, -ren, except as otherwise provided herein, this Indenture and the rights hereby granted sh&l1 cease, determine and be void; otherwise, this Indenture sliall be of full f-roe and effect. THIS INDF`dTURE FUTRTHER ;JIT?IESSETH and it- is expressly declared that all Bonds issued and secured here- under are to be i,3sued, authenticated and elivered and all property hereby given, granted, pledged, assigned or trans- ferred is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter ex- pressed, and the Authority has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective holders and owners, from time to time, of the Bonds or coupons or any part thereof, as follows, that is to say: ARTICLE 1. DEFINITIONS Section 101. DEFINITIONS. ';he following words and phrases and others evidently intended as the eguivalnnt thereof shall, in tha absence of clear implication herein otherwise, Je given the following respect':'!e interpretations herein (terms which are not defined in :his Section shall have the meaning specified in Article I .f the Loan Agree- ment except e.s herein otherwise expressly provided or unless the content requi.ss otherwise); "Act" means the Development Corporation Act of 1979, as amended (Article 5190.0, V.A.T.C.S.). "Additional Bonds" means the bolds of any series, other than the Series 1982 Bonds, 3ut:torized under the indenture and auti.enticated and deliverei ir. accordance with the provisions of Sections 401 and 402 of this Indenture. "Agreement" means the Loan Agrse-.Ent, of even date herewith, between the Authority and the Comoany, including any supplements or amendments thereto, and shall include any 4 agreement U1:.3'- antlay 9qu4. alent 1I1 'U L93e _ and 8 '?Ct Il*eYed l:lt:o L"! t.^.a ''?O:'ltf and the Co,,75,)ny 1:1 conneC -ion With the issuance of -.dditional Bonds as -od by IV hereof. Z = e "Authority" m,aans the ~~t1r oL Illdu st _al D ~ .opn t lority, a r _ :10 .-pi'Gi~` 1I?^.. ':'1dl ~e•~ol .,-.~nr~ C^YpOrat-or, ~rC.9ted and Ax: itln,4 PUr3u,!1-.- "Bond :L1YC~1dS3 ?,:Count" 'r.eai15 i -ojnt created pLli'suant to Section 610 hereof. "Pond Fund" :jeans the Bond princlpal and interest pa'(ment fund created by Section 502 hereSlr in which there sha?.1 be established a ,eneral account anal a special ac- covl it. Any reference herein to the w-),rl3 " ..ond Fund without further qualification shall cor.S`_:"1te a re~9renC9 to said general account. The term "bondholder" or "holder of the Bonds" means the bearer of any coupon Bond not. registered as to prin.:-ipal or registered to bearer and the registered owner of any coupon Bond registered as to principal (except to bearer) or of any fully registered Bond. "Bonds" means any and all of tha Series 1982 Bonds and any Additional Bonds issued by the Authority hereunder. Any percentage of Bonds specified herein -r any purpose, is to be figured on the aggregate principal a•s+ount of Bonds then outstanding. "Code" means the IW ernal Revenue Code of 1954, as amended, and the applicable regulations thereunder. "Company" means Union Camp Corporation, a Virginia corporation, and its successors and assigns, including any surviving, resulting or transferee corporation as provided in Section 5.2 of the Agreement. "Construction F,Jnd" means the construction fund created by Section 02 hereo.:. "Counsel" means an attorney or firm thereof duly admitted to practice law before the highest court of any state in the United States of America or the District of Columbia. An attorney for the Authority or the Company may be eligibly for appointment as Counsel. The term 'coupon" means any y of the coupons issued hereunder evidencing installn.ants of interest- on a coupon Bond. The term ''evsnt of default" means the event", specified in Section 1001 hereo:, subject to the terms of Sectior 1011 hereof. 5 ":'.ectire Rndemotion Date" means ;i~:emcer ,955 and each Nov•,~mbgr 1 `hereafter. "E::trao r3inary Ezu-3nses" an:l "E'.x aordinaiv SerV Ces" ;n - ans a'_ l ser'%lces render°_d 1t7~ all expenses incurred by tha T--uste under t.'lls IIIeJ4n`.'lr ot:.Pr than Ordinary Se_.•.:ic:s and Ordinary Expenses. Chancing Statements' ^,r:3dI1S any il,,rJ al f'nanClIlg statements (incIu._n(7 cont. inuation 3tat-2!m'.fl';3 ) 'led for record from time to time. "Government Obligations" means (a) direct obliga- tions of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, or (b) obligations issued by any agency controlled or supervised by and acting as an instrumentality of the United States of America, the payment of the princi- pal of and interest on which is fully and unconditionally guaranteed as full faith and credit obligations of the United States .f America (including any securities descril:ed in (a) or (r; issued or held in book-entry form on the books of the Department of Treasury of the United States of America), which obligations, in either case, are helr, in the name of the Trustee and are not subject to redemption prior to maturity by anyone other than the holder thereof. "Indenture" means this Indenture of Trust and other supplemental agreements with the Trustee in pursuance hereof. "Investment Obligations" means (i) ar.y bonds or other obligations of the United States of America whicn as to principal and interest constitute direct obligations of, or obligationy the- principal and interest of .t,ich are guaranteed by, the United States of America, (ii) obligatio.s of the Federal National Mortgage Association or the Government National Mortgage Association, (iii) obligations of the Federal Intermediate Credit_ Rank, (iv) obligations of the Federal Bank for Cooperatives, (f) obligations of the Federal Land Banks, (vi) o'-oligations of Federal Home Loan Banl:s, (vii) certificates or deposit of banks or trust companies, including the Trustee, oraanize-~ under the lawn of the United States or any state thereof, which have a combined capital and surplus of at least $25,000,000, (viii) commercial paper rated at least Al by Standard and Poor 's C(.rporation or P1 by Moody's Investors Service Inc., and (ix) any other investments to the extent at the time permitted by thin applicable iaw for the investment of p+Iblic funds. "Note" or "Notes" means the Series 1982 dote and any promissory note, from the Company to the Authority 5 executed as 3e r. llritY, 'o I.h 3 Ja,%mnnt 7- ♦.'.i ^11 Iona L Z-J n d J aa required by t}:e proviaions .S?corn 401 lr.re,f,+ if O!:"J inary Jervl,:e:3" ai:d }~L'dllluly :{DenSeS" means t}]039 3eL'71GCS Ilor.TaJ. `e--a 1.FeI15eS ormdll'/ !1 and t}:OS1 r ; i n incll:red a t?'.i ae lln,aer 1I1srrurr-ents 1milar 10 thi3 Indenture. T:le term outatar.dtr.g" th when. u:~. 9 reference to the Bondi at any d"te a3 O 411i.ch thH 1mount of out- standing B,.:,ds is to be pie-ernined, means 111 Bonds which have been authenticated Ind de1_vsred by th,a Trustee under thi3 Indenture, except: (a) Bonds cancelled at or prior to such date; (b) Bonds for the payment or red-2mption of which sufficient :Honeys or. Government Obligations meeting the terms and conditions specified in Section 902 hereof shall have been theretofore transferred or deposited into the special account es,:ablished in the Bond Fund (whether upon or prior to the maturity or redemption dace of any such Bonds); provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver ~f such notice satisfactory in form to the Trustee shall have been filed with the Trus;'es; (c) Bonds in lieu of which others have been authenticated under Section 207 hereof; and (c;) For purposes of any consent or other actir)n to be caren by the holders of a specified percentage of outstanding Bonds hereunder, all Bonds held by or for the Authority or the Company. The term "Payment in Full of the Bonds" specifi- cally encompasses the situations described in Section 902 hereof. "Pelson" means natural persons, firms, associa- tiotls, c.)rporations and public bodies. Terms which refer generally to the payment or the obligation to pay "principal of and interest on the Bonds" shall also include the payment or the obligation to pay any applicable redemption premium on any Bonds which are called for -redemption prior to the maturi*y. In this conne-tion, the terms principal of and interest on the Bonds" shall be read to include after the word "and" and before the 'lord "interest", the words "redemption premium, if any, and". 7 Tha L'm "DCL.. IDal oLI1Ce Of r!L'? .-ustee" means `a' 7C1nClpal o L'pOt'3: t1st 7f.1Ce. it *_51e Trustee in A2.1 ri-.3, %?Oi'g1Z, Or t.'lB 7, 21:1:IDI! COi'p-C--,I ' tt"1.3t 0 '.il:'? of i I'll esJVr tL-US7:2e 1:1 3I In.i pU sua:1: C'> the pr0'✓1S1ons Jf l 3llpp73{ 'n'_,1: inden_Llr3, r1 7 m'O an J~ e C n i . a n _t a;ls ro t as 'i _in d in tL Oa AJI ].,dent, c:s I' 11a7 at aIIV tlma „XL3t 0:ur1 7 1nt8re3t" or "seCUrl :y 1!1teresLs" shall ?'ei'r 7_0 file 30?Curlr7 int-3r-33C3 Ye_at?d h^l'e1n and shall have the meaning set forth in the Uniform Commercial Code of Texa3, a3 now or hereafter amended. "Series 1932 Bond" or "Series 1382 Bonds" shall mean any and all of the $3,000,000 in ~,~y,.'e'Yat9 principal amount of City of Denton Industrial D,e%,elopment Authority Revenue Bonds (Union Camp Co. - ation Pro.,ect), Series 1382, issued by the Authority hereunder. "Series 1982 Mote" means the Promis3ory hot= of the Company, a form of which is attached as Exhibit "A" to the Agreement, issued oy th3 Company to the Auth~prity pursuant to Section 4.2 of the Agreement. "Trust Estate" 'Dr "probe! ty herein conveyed'} means the propsrty described in paragraphs I, II, III and :V of the granting clauses of this Indenture. "Trustee" means the party so named and designated in the Li r st paragraph of this Indenture and its successors and any corporation resulLing from or surviving arty consoli- dation or merger to which it or its successors may be a party and any successor at the time serving as suc.:essor trustee herf!under. Section 102. ',3E OF PHRASES. liere - by" "h9t'elln4er"" It r.er:of aerelnbef~,:e"' "hereinafter" and other equivalent words refer to this indenture and not solely tc the particular portion: hera,i in which any such word is used. The definitions set forth in Section 101 hereof include both singular and plural. Whenever used herein, any pronoun shall be deemed to include both singular anc plural and to c;ver all genders. ARTICLE Ii. ThE1 BONN S Section 201. I31SUAiNCE OF BOND- IN SERIES. The Bonds may be issued in different series and ea-::h Bond s;,all have an appropriate ~,erie3 designation:. A11 of the Bonds 8 i a11d :any :ouoons ippertair.; ng to the o x,11 Bonds shall be ,!,iually and !'.Itably secured bf' t11.: ?IItU1'e and by the pl?dgr? it°_L'91n I1L9'i9, .t Le.'-q expreb3:'~ ........3COOd and d.7nd r d h.1t no P.ondc :..is` o: -i !I -,reunder 311,3.. ~9 :~ACIJ: to anf otP.°r 11'ds r1-19reAf,..Sr .S.3ued 1- .e!'e1111aer, 'JUt o.,..l.,I b-? on a parity t),erewith, '.;1 11 C'9Sp3:: to _:1e pledge CL ..3 ln,ien-ure 3-3-ti,in 202. O~.TFS A:D 3 i1 S. ~a,--h 3-?r,-es of Bonds shad bCa: 1 3 sale1' be specIfi.ed in this Indenture or s'upplanenta1 1ndeIlture Urovidln(j for the 13SUa1:C9 :i1•'L'-'of and shall mature on such dates in such years and in :such amounts as shall be fixed therefor prior to its lss,janco, Interest on the Bonds from their respective dates uI-i l their respective maturities shall be payable at such rats as shall be fired therefor prior to their issuance. The Bonds may be issued as co'.; on Bonds or re-is- tered Sonds as hereinafter provided. Coupon Bonds shall be issue,i -n the denomination of $5,000 each and shall be registrable as to principal only, in the manner provided in Section 207 hs:reof. Fully registered Bonds shall be issued in th? derlomindtion of $5,000 each or any integral multiple thereof. Coupon Bonds of each series shall be numbered consevitively from C-1 upwards, in order of issuance, and fully registered Bonds of each series shall be numbered conse-_utively from R.-1 upwards, in order of issuance according to the records of the Trustee. Fully registerea Series 1982 Bonds issued before May 1, 1983 shall be dated as of November 1, 1982, and fully registered Series 1982 Bonds issued on or subsequent to May 1, 1983 shall be dated as of the interest payment date next preceding the date of authentication and delivery thereof by the Trustee, unle-s3 s'ach ;late of au*_hen`_:cation and deli•ery shall be an interest paymen` dare, in w1i4--h case they shah be dated as of such date of authentication and deii'/erf; pL0'v'ided, however, that if, as shown by the records of, the Trustee, interest on any Bonds surrendered for transfer or exchange shall be in default, the Bonds issued in exchange for Bonds surrendered for transfer or exchange shall be dated as of the date to 'which +.nterest has been paid in full on the Bonds surrendered. Coupon Bonds an-1 registered Bonds shall bear interest from th-ii.dale. The principal of the Bonds, reder.ption premium, if any, and tha interest or. any coupon ai:all uc payable in lawful money c.` the United States of America at the prin::i- pal office of the Trustee, or at the principal office of any successor designated pursuant to the terms of this Ir.den- ture. Payment of Interest on coupon Bonds shall be made only upon presentation and surrender of the coupons 9 r?Presenting allch interest as th,' dame r^.:3Ein;~i;ely become dU°_ 3t ills pClil':1D31 Offl~°_ J` ~i:°_ TI'~l.it'~n Paynent of i rltereSt Cn fu: !•a..~• Stere~.. B0r!a:3 9ha:l 1° drawn upon the !3t an;i ma:le-i r t h" by ec~; o h" :'~lstered owner at ills a.-' dress a'3 appears on le n~ ? J:3trdt1JI1 ~0CC3 r:°pt by :h9 Tr';3" ?xcept f'Dz the flllii 7d'flTltnt of Inter°_st 'W!, ich shall : - ~l','aD0111y upon pCe 3 a 1" ZI j11 O*_ 3l:Cn vad to tale 1l 3-ee. Se---t.i,3n 203. E,XcCI;'II~Di OF "('ND`- The Dond3 shall- -x cuted on b'?llalf of the AUthOrlty by the facsiJm e 3lgnature of 1_3 Pre Sident and a faC:,1 m4 le of the Authority's corporate :teal snail be printed thereon and attested by the facsimile 31gnacure of it3 Secretary. The coupons attached to the coupon b,)nds :hail be executed by the faCSi,mile signatllr_s of said Pr-Udell: and Secretary and such facsimiles shall have the same fore and effect as if said President and Secretary had manually signed each of the Eonds and coupons. If any OffiCCr Of :he Authority who shall have executed ,,,ny Bond shall cease to be such officer before the Bond so executed shall be authenticated and delivered by the Trustee, such Bond n.rverthe1es3 shall be authenticated and delivered as though the Cer3on who execut- ed such Bond dad not ceased to be such officer of the Authority. Section 204. AUTHENTICATION OF BONDS. Only alach Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinafter pet forth duly executed by the Trustee shall be entitled to any right or benefit under this Indenture. 'No Bond and no coupon appertaining to any coupon Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and 31;ch executed -zertificate oc the Trustee' upon any such Bond shall be conclusive evidence that such Band has been authenticated and delivered under this Indenture. Said certificate of authentication on any Bond shall be deemed to have been executed by the Trustee if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Before authenticating or delivering any Bonds, the Trustee shall detach and cancel all matured coupons, if any, appertaining thereto 'except coupons in default), and such cancelled coupons s1411 be destroyed by the Trustee. Section 205. FGRM OF BONDS. The coupon Series 1982 Bonds, the -ouponi to be attached *riereto and the provision for registration to be printed '-hereon, the fully registered Series 1982 Bonds and the form of assignment to be printed thereon, and the Trustee's certificate to oe endorsed on a14* Series 1982 Bonds shall be in substantially the forms hereinafter respectively set forth in Section 305 10 C!ereOf '.i th such wpi-oprlate varlat;J ons, cml i. on.s, substi- tutions and lns•?rtions as are permitted or r~ )aired bV t1:23 ndentut-and may h ll'•~ such 1 ett°r3, number3 Or o- aY marks Oi 1'i311=1L1cat,-Dn asuch Ierj:'_nds 3nd endt)czemen_s placed ~1. ~reo:1, a.s ;rLay ~)n ;•a~Ui 1•u,j 170 :017:pl'y W11:11 any applicable laws Jr ru1e3 Or '-egula:I')ns, 0" a m17, coils lstentl'y' 11•.reW1 -~11, b3 :,i:t°um ined b'/ -11.' 6f--' 1CeY3 aY3Clltinr 3'1:h 5@rles ?32 E'?njs, 1s evidenced by th°_lr execution of the Bonds. (The Bonds of each Seri_3 of Additional Bonds, the coupons to be attached to any coupon Bonds and the various c?rt1F103teS to be ?ndorsed thereon shall be in sub3tan- tially the form" respect_velt provided therefor in the supplemental indenture under which each series of Additional Bonds is issued, which forms shall in general be similar to the form applicable to the Series 1982 Bonds, with such insertions, omissions and o-her variations as may be neces- sary to conform to the provisions hereof or such supple- mental indenture.) Section 206. MUTILATED, LUST, STOLEN OR DESTROYED BONDS OR COUPONS. If any Bond or coupon is :mutilated, lost, stolen or destroyed, the Authority may execute and the Trustee (upon the receipt of a written authorization from the Authority) may authenticate and deliver a new Bond or coupon of like tenor in liau of and in substitution for the Bond or coupon mutilated, lost, stolen or destroyed, and any such naw Bond shall have attached theroto coupons corre- sponding in all respects to those (if any) on such Bond mut_ilatPd, lost, stolen or de.troyed; provided that, in the case of any mutilated Bond or coupon, auch mutilated Bond or coupon ahall first be surrendered to the Authority, and in the case of any lost, stolen o' destroyed Bind or coupon, there shall be first furnished to the Au.:h,.)rity and the Trustee evidence satisfactory to them of the ownership of such Bond or coupon and any of such loss, thaft or destruc- tion, together with indemnii:y satisfactory to them. If any such Bond shall have matured or a redemption date: pertaining thereto shall have passed or any such coupon shall "lave become due, ins-ead of i33uiny a new Bold or coupon -he Authority may pay the same. The Authority and the 2'r113tee may charge the holder or owner of such Bond or coupon with their reasonable fees and expenses in thi3 connection. Section 207. REGISTRATION, EXCH/rNGE AND TRANSFER OF SONDS. Title to any coupon Bond (unl'sss such Bond is registered in the manner hereinafter provided) and to any interest coupon shall pass by delivery in -he same manner as a negotiable instrument payable to bearer. The Authority small cause ID00k3 for the registration and for the registration of transfer of the Bonds as provided in this Indenture to be kept by the Trustee which is hereby constituted and appointed the Bond Registrar of ^he Authority. At the option of the bearer, any coupon Bond may be registered as to principal alone on such books upon 11 Dresentat:on ti1-I 1''?Jf t'J .L'ust~•3 . ;h shall mare I1otat1^n 0 3V 1'3tI:ai: 11 t^•are_on. ,any coupon ~0nd g a t tar b 1 ? e a,'f th e r C?g:3te1 d a3 to t'11U; 3 tt'anst_:1'n'j Duly u1) 11 Sit s.3 :,.:r v. duly ?xecuted bt: : :tOGG°y 1JL:i6 A3 3I: 111 p'? 4~e, such regts- :13t1on Of ?::'aI13L?r t0 b') n_'Je On 31-loll JOOr!S and elldorse'l on Silt}1 GJIId Uy t':1°_ ~rlistd''. Any Coupon Don'j r•3gistered as 1-o n, incip.ll :i1.:n'3 may b'3 l13:`J i:om i'•:'jl.,;L'at:O:, by J?ing :Oil 13t°L'_C} as tran:;Lr`i:•?d t'D b•3ar C' and thei'~by i r a n s f e r a b 111 t y by delltJ?ry sna 11 be r~1 .3 to red, s u b i eC t, howaI/ er, r;o suCCessi'•:? registrations, t.-ansfers and discharges from r~gistr.lti0n as before. The principal of any Bond re!;lstered as to principal alone, illness registered to bearer, shall be pay-able only to 01' upon the order of the registered ~wnar or 'iis 1?gal reprezen*_ative, but the coupons appertaining to any Coupon BOIld registered as to principal alone shall remain payable to bearer notw:thstallding such re ';:strati'711. S,i-}h registratiJI:s, transfers and discharger ffOm reCji3tratiOil shall be without charge to the holders of the Bonds, but any tax or Ot! gove-_nmental charges rer_l.Iired to be paid respect to the same shall be paid by the holder Of the Bond r~questinq such registration, transfer or dischar:;e from registration as a condition precedent to the everc! se of such prtvilege. Fully registered Bonds may be registered as trans- ferred on the books of regi3ti:ation k'apt by the Trustee by the L•egiatet'ed owner in person or by his duly authorized attorney, uPoI1 slim?rider thereof, together w:.rh a wrltter, lns.;rument of transfer sa~i311aCtory to t:te Trustee duly executed by the registered Jwner or hi3 duly authorized attorney. Upon surrender for registration of transfer of any fully registered Bond at the principal office of the Trustee, the Authority shall execut, and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully i:eg'_stered Bond ':~r registered Bonds in the same aggregate principal ainount and 3eri'3s and Of any authorised denomination or denominations. Fully regi3tered Bonds may be exchanged at the principal office of the Trustee for an equal aggrey.ite principal amount of coupon Bonds of the same aeries (or for an equal aggregate principal amount of fully registered Bonds of the same series and of ar.y ether authorized denomination or denominations), and co+ipon ROnds may be exchanged at the principal office of Trustee for an equaL aggregate principal amount of fully registered Bonds of the same :3erids and of any authorized de110mindti n Or denominations. All :oupon Bonds surrendered for exchange and delivered in exchange shall have attached thereto all unmatured coupons appertaining thereto (together with any matured coupons in default appertaining thereto). The Aiathorit7 shall execute and ~:he Trustee shall authenticate 12 and deliver Bonds which the bondhol,9er may sing the exchange is entitled to receive tin the rase of Coupon bonds, with appropriate coupons ittached thereto), ho!ariuq numbers not contemporaneously then outstanding. Such registration of transfers or exchanges of Bonds shall be without charge to the holders of such Bonds, but any tastes or other governu: ental charges required to be paid with respect to the same shall be p,iid by the holder of the Bond reyuestiny such transfer or exchange as a condition precedent to the exercise of such privilege. The Trustee shall not be required to register as transferred or to exchange any fully registered Bond or any coupon Bond registered as principal alone during the period of fifteen days next preceding any luterest payment date of such Bond nor to register as transferred or to e: change any bond after the publication or mailing of notice calling such Bond for redemption has been made, nor during the period of fifteen days next preceding publication or mailing of a noti.;o of redemption of any Bonds. As to any coupon Bond registered as to principal alone (except to bearer) or as to any fully registered Bond the parsor, in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such coupon Bond registered As to principal alone (except to bearer) or payment o either principal or interest on any fully registered Bond snall be made only to or upon tt,e order of the registered owner phernof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Authority and the Trustee may deem and treat the bearer of any coupon Bond which sha:.l not at the time be registered as to principal or shall be registered to bearer, and the bearer of Uny coupon appertaining to any coupon Bond, whether such Bond be registered as to principal or riot, as the absolute owner of such Bond or coupon, as the case may be, whether such Bond or coupon shell be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever, and neither the Authority nor the Trustee shall be affected by any no'.ice to the contrary. The inclusion of the foregoing provisions shall constitute the appointment of the TL:ustee as agent for the Authority to do any ana all things necessary to effect any registration of transfer or exchange. Section 08. NOTICE OF REDEMPTION. If all of the Bonds to be redeemed (in whole or in part) are fully registered Pcnds or, coupon bonds registered as to principal 13 (other tna;l r0 ,nD,:1ce of :eQ~:Cpt:ull 311311 be gi"e!1 by Lli•3t ':1a33 ;r, i11, ' posta,pa pr'epa1T,311 not 1e,3Z tE'an 30 nor more rh.)n oC 9a'.' :>rhor to *_a' :''1'amptrJn 73 e t each r°_y 3ter^(i i'w:.• 30;1d! Or' i f' t O _1'Jt"- thei'eGf t0 be redeemed 3r 1,3C 37.r° 3 Sli.',.'n J!t -lie 1i3tr'ation book kept by the T 'UL'aee all tit? a~ t f j 1' a3 n ~tl o of the --all or r'3demptiolt t enti:ring rho 3nnds, Or ~ ^L't1J11~ tP.ei' Oi, to be redeem-3'i .;hall bt? yi':*en L- J' D11C]':hO11 at least once in a newspaper or finar.tiai ournal '?''.IY?r'3l 'ZiI"T.113LiO11 among ~Iealers in muni,:lpal :i,''_Ur2tl3S in "lie City Of New York, New YO!'>:, 'which notice Sha1_ b,' PUUlished not less than 30 nor morn than 60 days prior to the redemption crate. If notice by publication shall be ~aau ire':i, nonce shall also be mailed as aforesaid _o the registered owner of each Bond to be redeemed in whole or in part and to the holder of any 3ond payable to bearer. who shall ha;'e made a 'written request to the Trustee that his name be pla~.ed on the liar of bony-Lolders maintained by the Trustee pursuant to Section 506 hereof', but tC notice is p1.:b113hed as aforesaid, neither failure to give notice by mail nor defect in any notice so mailed shall affect the validity of "he proceedin for redemption. g If, because of the temporary Or Oer'manellt SU30en- sion of the publication or general circulation of any newspaper or financial journal or for any other reason, it is impossible or impractical to publish such notice of redemption in the manner hereinabove provided, then such publication in lieu thereof as shall be ;Wade with the approval of the Trustee shall constitute a sufficient publication of notice. At least one business day prior to the redemption date, sufficient moneys shall be deposited in the Bond Fund to pay the principal amount of the Bonds called for redemp- tion and accrued interest thereon to the redemption date and the redemption premium, if any. Bonds or portions thereof thus called and provided for as he":einabove specified shall not bear interest after the redemption dare and shall not be considered to be outstanding or to nave any other rights under the Inuenture ether than the right to receive payment. No notice of redemption shall be required in the event of Bonds redeemed pursuant to the option granted in Section 303 hereof. Section 209. .ANC-LLATI0:1. Ali Bonds and coupons which have been surrendered for the purpose of payment (including Bonds which have been redeem']!" pr'.oi' to mature *.y and unmatured coupons appertaining thereto) shall be can- celled and :remated or otherwise destroyed by the Trustee and shall not Lie reissued and a certificate of cremation or destruction evidencing such cremation or destruction shall 14 bo furiAshed by tt,e Trustee t,c, the Authority and the Corn- Section 210. GNPAIU (:OU2UN5. ALL ur.paid coupens tppei 02.11 to BcndS C,_1 IIk!d fu r.,Ld-mption and which have! h-.-come payable on or prior., to tilu red,!mptlon dat.' shall CU11Clllllu to L,? payable to tl bt,arer: :'='Ji1Cd11 wild r39peC- r ivoly upon the surrender of eui.h (;oupuns. Se,:tiori 211. MANNER OF REDEMPTION. (a) Redemption of Fully Registered Bonds. The Bonds shall be redeemed only in the principal amount of $5,000, or any integral multiple thereof. In the case of fully registered Bonds of denominations greater than $5,000, it less than all of such fully registered Bonds then out- standing are to be called for redempti(,n, then for all purposes in connection with redemption, _-ach $5,000 of face value shall be treated as though it were a separate Bond in the denomination or $5,000. If it is determined that one or more, but not all of the 55,000 units of face value repre- sented by any fully registered Bond are to be called for redemption, then upon notice of the intention to redeem such $5,000 unit or units, the owner of any such fully registered Bond shall forthwith surrender such Bond to the Trustee f-)r payment of the redemption price (including the redemption prtm.ium, if any, and interest to the date fixed for redemp- tion) of the $5,000 unit or units of face value called for redemption and either (i) appropriate endorsement shall be made on such Bond by the Trustee to reflect such, partial redemption, or (ii) there shall be issued to the registered owner thereof, without charge therefor, for the unredeemed balance of the principal amount of juc.h bond, at the option of the registered owner thereof, either coupon Fonds, or fulfil registered Bonds in any of the authorized denomina- tions. It the owner of any such fully registered Bond of a denomination greater than $5,000 shall rail to present such Bond to the Trustee for payment and exchange or notation as aforesaid, such Bond shall, nevertheless, become due ana payable on the date fixed for redemption to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only); interest shall cease to accrue on the portion of the principal amount of such Bond represented by such $5,000 unit or units of face value on and after the date fixed for redemption and (funds sufficient fur the payment of the redemption price having k P,. n deposited 'with tthA Trustee and being available for the redemption r,f said 55,000 unit or units on the date fixed for redemption) such Bond, to the extent of the portion of its principal amount (anal accrued interest thereon to the date fixed for redemp- tion) represented by such $5,000 unit or units, shall no longer be secured by the lien of this Indenture and shali not be deemed to be utstanding under the provisions of this 15 Indenture or to have any other riqhts r.,.r-under except the right to payment. (L) kedemption of Coupon t:ur:ds. In the event_ of th% LC('W1?l)tion of ury coupuu Uund h:n out_stand ing, the holder thereof shall torthwith surrenc3eL r,uCh 30nd to the Trustee?, together with any uranat_ured culip)ns appertaining thereto. Payment of the applicable red#•rcq)tion price shall be made only upon surrender of such Bond, together with any unmatured coupon:; appertaining thereto, ii, o,, the redemp- tion gate, sufficient moneys shall haver. n deposited with the Trustee to effect such redemption in accordance with this Indenture, then all coupons for interest maturing subsequent to the redemption date with respf.ct to any coupon Bond so called for redemption shall bf, void. Aii interest installments represented by coupons which 4ha11 have matured on or prior to the redemption date hall continue to be payable to the bearers of such coupons, and accrued and unpaid interest payable to the registered owner or bearer (as the ease may be) to the date fixed for redemption of any coupon Bond shall not be deemed to include such interest I installments represented by coupons which shall have matured on or prior to the redemption date. If the holder of any coupon Bond .;hall fail to present such Bond to the Trustee for payment, such Bond shall no long.ar be secured by the lien of this Indenture and shall not be deemed to be out- standing under the provisions of this Indenture or to have any other rights hereunder except '.he right to payment. ARTICLE 111. THE SERIES 1982 BGNGS Section 301. 10SUANCE CF SERIES 1982 BONDS, The Series '982 bonds (i) shall be designated "City of Denton Industrial Development Authority R4venue Bonds (Union Carp Corporation Project), Series 1982", (ii) shall be dated November 1, 1982 (except that fully registered Bonds without coupons issued on or after May 1, 1983 shall be dated in th- manner set forth in Section 202 hereof), (iii) shall bear interest from their date at the Late of 7~% per annum (computed on the basis of .1 360-day vear, of twelve 30-day months), payable semiannually on vfay 1 and November 1 of each year until maturity or earlier date of redemption, beginning May 1, 1983, and shall mature on No,,ember 1, :012, (iv) shall beat interest after maturity or the date fixed for redemption prior to maturity if the payment of principal has not been made or provi&d for as required, at the rate of 103 per annum of the outstanding principal amount thereof, and (v) shall bear interest on overdue installments of interest, to the extent permitted by law, at the rate of 108. 16 1 1 r, :section 302. hC.DEMPTICN DATES AND PRICES. The Series 1911bonds may riot be called for r.sdeniption prior to November 1, 1907, except in the event (1) ()f condemnation of the Protect or any part thereof a proviul.u in Section 5.10 of the kgreement, (2) of exercise by the Company of its option to prepay the Series 19d2 Note a~ provided in Section 7.1 of thy- t1greement, (3) the Comp,iny is required to prepay the SerieS 1982 Note as provided lr. :,r.:i.io,ns 5.12 and 7.3 of the Agreement, upon the occurrence of a "Ketermination of Taxability" (as defined in Section 5. 12 of the Agreement) , or (4) the Company is required to prt•;,ay r_he Motes or purchase Bonds as described in Sections 7.3 arid 7.4 of the Agreement with respect to Bonds tendered pursuant to Section 303 hereof. If called for redemption prier to maturity as provided in (1) or (2) of the foregoing, the Series 1962 bonds may be redeemed at any time, in whole or (in case of redemption pursuant to Section 5.10 of the Agreement) in part (less than all of the Series 1962 Bonds to be selected by lot Ln such manner as may be designated by the Trustee, pro rata, in accordance with the provisions of Section 305 hereof), at a redemption price equal to the principal amount of each Series 1982 Bond to be redeemed plus accrued inter- est thereon to ti%e redemption date. If called for redemption as provided in (3) of the torego:ng, the S?ries 1982 Bonds must be redeemed in whole within the time provided by Section 5.12 of the Agreement at a redemption price equal to the principal amount of each Series 1982 Bond to be redeemed plus accrued interest thereon to the redemption date. If tendered for redemption as provided in (4) of the foregoing, the Series 1982 Bonds ri,ust be either redeemed in the manner and at the price specified in Section 303 hereof, or purchased by the Company as described in Section 7.4 of the Agreement. The Series 1982 Bonds, if not redeemed before November 1, 1987, in connection with the exercise of the options referred to in Sections 5.10 or 7.1 of the Agreement or by mandatory redemption pursuant to the obligations referred to in Sections 3.12 and 7.3 of the Agreement, are subject, to redemption prior to maturity by the Authority on any interest payment date on or after November 1, 1987, in whole or in part (less than, all of the Series 1982 Bonds to be selected by lot in such manner as r,ay be designated by the Trustee, pro rata in accordance with the provision:; of Section 304 hereof), upon the prepayment of all or a portion of the Series 1982 Note pursuant to the provisions of Section 7.2 of the Agreement at the redemption prices (expressed as percentages of principal amount) set forth in 17 the table below plus accrued i, t•_r-sst thereon to the redemption, data . Redemption prices ovair,ber 1, 1957 and Nay 1, 1983 1G::% Vcvember 1, :933 ana ;-lay 1, 1989 i01Q, ,iovs:tuber 1, 1989 and thereafter 1603 Section 303. boNDHOLDERS, GPTION TO TENDER SERIES 1982 BONDS FOR REDEMPTION. The hull+--r of any Bond shall hove the option to tender such 5~ri:s 1982 Bond for redemption by the Authority in whole or (in the case of fully registered bonds in principal arruunts greater than 35,000) ir, part on any Elective Redemption Date, at a redemption price equal to 100'4 of the principal amount thereof plus accrtied interest due thereon tc the Elective Redemption Date. Such right of any bondholder is subject to the conditicu that there shall not have occurred and be continutnq any "event of default" under the Indenture. In order to exercise such option with respect to any bond, the holder thereof must tender to the Trustee each such Bo„d to be redeemed (in whole or in parr) not less than 50 nor more than 90 days prior to the applicable redemption date, together with the following: (a) a properly executed notice to the Trustee that the holder thereof is exercising its option to have such. Bond (or portion thereof) redeemed, and opecifyinq (in the case of fully registered Bonds in principal amounts greater than $5,000) the principal amount to be redeemed (which notice ma; he in the form provided on the reverse of the Bond or in such othar -form acceptable to the Trustee); tb) in the case of any coupon Bond, all unma*_ured coupons appertaining thereto; and (c) in the rase oc any Bond registered as to principal only (except to bearer) or any fully registered Bond, a properly executed instrument of transfer designating the Company as transferee (which instrument of transfer may be in the corn, provided or. the reverse of the bond or in such other fora, accaprable to the Trustee). The Trustee shall, in its sole discretion, determine whether with respect to any Bond, the holder thereof shall heve properly tendered any Bond for redemption. Ths~ tender of a Bond to the Trustee shall be irrevocable and binding upon the holder thereof. Any bond deemed by the Trustee to be 18 improperly tenuered shall be returned tO ~h Bondholder who shall have the option to re-tender such L,r,d in proper rorm so long as such ru-tender is made ru+. prior to the C1ec:tive Rede than 60 da}s mption D,atc. The Trusted agrees that n,)t than fifty days prior to -ach Elective b.eoemption Date, it shall give notice to the Company and the Authority of the grin,:ipa1 amount of Series 19x2 Bonds tendered for redolrDti,,r,, provides that either The Agreement (i) at least on-. (jay prior to the Elective Redemption Data, the Company shall exercise its option to purchase any Ponds so tendered as described in Section 7.4 of the Agreement, or (ii) the Compar.;r shall pay to the Trustee for the account of the Issuer an' n amount of money for deposit in the Bond Fund sufficio.nt to effect the redemption of Bonds (or portions thereof) :;o tendered and riot being purchased. The Company (or its designee; shall have the option, in 1?eu of making payments under the. Agreement and the Note for payment into the Bond Fund to provide for the redemption of the Bands (or portions thereof) properly tendered and delivered to the Trustee for redemption on a redemption date, to elect instead to pLrchase from the holder or holders thereof on such Elective Redemption Date all or any portion (in integral multiples of $5,000 selected in such manner as may be determined by the Trustee) of ai,y Bonds so tenuered for redemption on the respective Elective Redemption Date at a purchase price equal to :006 of the principal amount thereof plus accrued interest thereon to the Elective Redemption Date, as provided in Section 7,4 of the Agreement. The holder of each Bond tendered for redemption as hereinabove provided agrees, by the tender of such Bond to the Trustee, to sell such bend to the Company or its designee on the Elective Redemption Date at said price in lieu of redemption if the Cc r.pany elects to exercise to ~,ption to so purchase. The Company or its designee shall exercise the right to purchase bonds on the respective Elective Redemption Date by (i) giving written notice to the Trustee ten days prior to the respective Elective Redemption Date of its intention to purchase such Bonds; and (ii) depositing or causing to be deposited with the Trustee for payment into the frond Purchase Account on or prior to the respective Elective Redemption Data, an amount or money which, together with other moneys then avail-3ble in the bond Purchase Account, will be sufficient to effect the purchase of such Bonds. Moneys in the Bond Purchase Account shall be held for ana applied only to the purchase of tendered bonds in lieu of redemption and shall not secure (;r otherwise be available for the payment of the principal of, redernp f."i'J;, premium (if any) or interest on, the Bonds. Any bonds for which the moneys in the Solid Purchasl,s Account are 19 ~r~ insuiF.icient to pay the purchase price hf!! ,inabovF provided shall be rod-oru,d by the Trust? e notwi _h:0.ending any notice by c e Company to the Trustee of the ar ise or its cp*_ion try purchase such Bond. On the Elective RedNir.ption D.crt,, the Trustee shall pay to the holders of the Series 1982 Boni; { who shall have tendered thtlir Series 1982 Bonds for redl,moti.cn and with respect to which the Company shall hav_. .axrrcised its option to purchase such bonds or portion thereat, an amount of money equal to the purchase price of such Bo•ids as hereinabove specified. With respect to fully registered Series 1982 Bonds in a principal amount greater than $5,000 which shall have been tendered by the holder thereof in part, the Trustee shall return to such B(,r.dholder a fully registered Series 1982 Bond for the principal amount of the Series 1982 Bonds which was riot tendered by such Bondholder. Section 3U4. PRO RATA REDFAPT.0M. With respect to any partial redemption of Series 1982 Bonds, the particu- iar Series 1982 Bonds to be redeemed shall be selected by the Trustee in the followinj manner: (a) if none of such Series 1982 Bonds at the time outstanding are fully registered Series 1982 Bonds the particular Series 1982 Bonds to be redeemed shall be determined by lot or otherwise in such manner as the Trustee in its discretion Ehall determine to be fail:. (b) If any of such Series 1982 Bonds at the time outstanding are fully registered Series 1982 Bonds, the Trustee, (i) shall first pro rate the principal amount of the Series 1982 Bonds to be redeemed between (x) fully registered Series 1932 Bonds, and (y) coupcu Series 1982 Bonds (whether or not registered) , in proportion to the respcrctive principal amounts thereof at the time outstanding; (ii) shall *_hen determine by lot or otherwise the particular coupon Series 1932 Bonds (whether or not registered) , which are to be redeemed and such Series 1982 Bonds shall be of the aggregate principal amount pro rated to such Seri#-,s 1982 Bonds pursuant to clause (y) of (b) W above; (iii) shall then pro rate thQ aggregate principal amount or fully registered Series 19£32 Bonds to be redeemed, in whole or in parr, as determined pursuant to clause (x) of (b) (i) above, ornong all owners (for this purpose all fully registered Series 1982 Bonds registerea in the name of the same owner shall be aggregated and 20 treated as a Li 1119 le Series 19,i bond held by such ,wner) of such fully registered Series 1982 bonds in proportion to the prin(:-ipal amou:i: of such So,ries 193.) Bonus registered in the name of each s11ch owner, ,ku-cording to 5111:h method as the Trustee shall deem proper in its discretion, and shall then deziignate the particular registered Series 1932 Rends or portiuns thereof to be redeemed; provided, however, that in any such pro rating pursuant to this clause (b) the Trustee shall, according to such method as it shall deem proper in its aiscretion, make such adjust- ments by increasing or decreasing by not more than $5,000 the amount which would be allocable on the basis of exact proportion to coupon Series 1982 Bonds (whether or not registered) or to full-, registered Series 1982 Bends or to any one or more owners of fully registered Series 19K bonds as may be necessary to the end that the principal amount so pro rated shall be in each instance an integral irultipie: of $5,000. On each subsequent partial :edemption of Se::ies 1982 Bonds, the Trustee shall make such adjustments, to the extent practicable, as will equalize on a cumulative basis, the prorations as between coupon Series 1982 Bonds (whether or not registered) and filly registered Series 1982 b,:nds and among owners of fully registered Series 1982 Bonds. Section 305. FORM OF SERIES 1982 BONDS. The Series 1982 coupon Bonds and the Series 1982 fully regis- tered Bonds shall be in substantially the forms set forth, to the extent provided in Section 205 hereof, as follows: 21 (FO:~'r? OF ,CCU?Gil '.:'::1n) :ST ~rE ~F .....a:~ L" 4 RE IIEI1'17- SCiIID (u`+_ 1C! c -..tl' :'f` Drip:lrl ,,,1 r'' T ) SaRI~a L9S No. C- 55, 000 FOR. VALUE RECEIVED, the C_tv of U 3n_on Industrial Development authority (the "Authori:•;") a nonprofit industrial develocment corporation, duly created and existing under the Constitution and law3 c f Sta_e of Texas, particularly Article 5190.6, '4.A.T.C. S. (the `Act"), hereby promises to pay to bearer, or if this bond be registered as herein provided then to the r-,gistBred owner hereof, solely from the special fund hereinafter described and from no other source, on the ls,t day of iiovember, 2012, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from said special fund, interest hereon from the date hereof at the rate of 7,2'; per annum (computed on the basis of a 360-day year of twelve, 30-day months), payable semiannually on Inlay I and November I in each year until payment of the principal amount hereof, beginning May 1, 1983, upon presentation and surrender of the annexed interest coupons as they severally become due, ind similarly to pay interest hereon at the rate of 10"; par annum to the extent permitted by last, on any over::u-3 installments of principal and interest. Both the nrincipal hereof and the interest hereon are payable in lawful 1r,01'e7 Of the United States of America at the pri .ipal corporate wrist of:ice in Atlanta, Georgia, of The Citizens and Southern Rational Bank as Trustee (the "Trustee") under the hereinafter mentioned Indenture of Trust, or if a successor Trustee is hereafter appointed *_hen at the principal corporate t.3st offioe of such successor. This pond is one of a ser_es in the aggrelat-i principal amount of 33,00-_',000 (t"-,e O:hds" rf lit:= except as to numbers, issued under and secure' by ar. I;,,f9n- ture of Trust, dated as of even date herewith, by and between the Authority and the Trustee (the "Indenture"), and an authorizing resolution of the Authority TO PAY PART OF THE COST OF ACQUIRING, CONSTRUCTING, EQUIPPING, W) 22 FURN:SHINE OR C.-.USING TO BE ACOU?RED, C:i1:; ;'"rJC1ED EQUIPPED -.MD FURL+ISHED A FRWECT (THE '-C'" Ro ) Ii1 .HE C:Ty OF DENTON, TEX..S, FOR UilI0P1 CA1IP CORPORAT:' r FOR THE SPEC:.IC FUR?OSE OF _~E ? J (-HE .OMP.;s ) OF :iPL0`1 ENT =.I ID .HE ?7J?.LIC 4i~E- LFARE. 7:113 bond and the redemption r, um, !f any, and -nterest he_'eOn 3na1L nOt be deemed t0 a '7ebt Or a general obligation Or a pledge of the bath and credit OF- the State of Texas, the CI t} Of Denton, :e_xa,3 Or any pOL,t,- caL corporation, subdivision or agent; of the State of Texas, and does not directly, lndirec:1-1 or contingently obligate said State of Texas, the City Of Denton, Texas or any political corporation, subdivision or agency of the State of Texas, to levy or to pledge. any form of taxation whatever for the payment of such principal, redemption premium, if .any, and interest. The Authority is obligated to pay the principal of, and redemption premium (ii any) and interest on, this bond only from the Cit7 of Denton indus- trial Development Authority Bond Fund - union Camp Corpora- tion Project (the "'Mond Fund"), created in the Indenture. No holder of tt.is bond shall ever have the right to compel any exercise of the taxing power of the State of Texas, the City of Denton, Texas, or any political corporation, subdivision or agency of the State of Texas, to pay this bond, the interest hereon or other costs incident thereto, nor to enforce payment hereof against any property of said State of Texas, the City of Denton, Texas or any political corporation, subdivision or agency of the State of Texas. No recourse shall be had for the payment of the principal of, or the redemption premium (if any) or interest on, this bond against any officer or director of the Authority, The Authority may hereafter issue one or more series of additional bonds from time to time for the pur- poses and subject to the terms and condi:,ons contained in the Indenture, and if issued, such additional bonds shall rank on a parity with the bonds and be 9,T-1ally and ratably secured by, and entitled to the protection of, the Inden- ture. This bond is issued and the indenture was author- iz+d, executed and delivered by the P.uthority under and pursuant to the Constitution and laws of the State of Texas including particularly the Act and the aforesaid resolution of the Authority. prior to the issuance hereof the Author- ity entered into a Loan Agreement, dated as of even date herewith (the "Agreement"), with Union Ca:rp Corporation, a Virginia corporation au*_horized to do busijess in the State of Texas (the "Company"), and the Cor^pany executed and delivered a Promissory Note, dated Dlove,rer ? lgg' (the "dote"), pursuant to the terms of which t; Company must pay to the Authority such amounts as will be filly sufficien*. to pay the principal of, redemption premium (if any) and the 2 S11`'?r?st on the bonds as the same -eco7e ':'Ity. As security L,)t' the paym_nt of this boild atld any ad_"lonal pCI`.'i s ',r.:ich I•l,ly hereafter be issued, the .a•.thority ha3 the ! I.,tee u.^.':1e?; the 1.^.r entllr°_ d s- in ail of title and :nteC':St .R Tile • en: (e-t for 11 ind_!rn.ificat_= r'and in tcl n3almNote r1nC ti1'r ri.;ht to all payments made pursuant tc Note. Beier°_nCe to the Ir1delltUre s elby made for a ~e',;.'I'iDtiOn _)f the aforesaid 31ond Fund which is charged w1Lh, and pledged to, the payment of tn•e principal of, red'alnption premium, if any, and the interest on the bonds, the nature and extent of the security, _::e rights, duties and obligations of the Authority and the trustee, the rights of the holders of the bonds, the terms anal conditions under which additional parity bonds may be iss'.ad, the terms and conditions under and upon the occurs-P.ce of which the Indenture, the Agreement and the Note Tay be modified and the terms a;:d conditions under anyl upon the occurrence of which the lien of the Indenture may :he d-3-eased as to this bond prior to the maturity or redemption date hereof, to all of the provisions of which the holder hereof, by the accep- tance of this bond, assents. This bond is transferable by delivery ex:ept when registered as to principal otherwise than to bearer. This bond may be registered as to principal only in the name of the ownor on the registration books of the Authority kept in the principal corporate trust office of the Trustee, as Bond Registrar, such registration to be made on such books and endorsed hereon by the Bond Registrar, and after such registration no transfer hereof shall be valid unless registered on said books of registration at the written reque.it of the registered owner or h.'.s duly authorized attorney and similarly noted hereon. :his bond may be discharged from registration by like registration of transfer to bearer after which it s-all again become transferable by delivery, and thy- bond may again and from time to time be registered or r1:schai'ge,? from registration in the same manner. Registration of this bond shall sot affect the negotiaclllty of the coupons attached hereto which shall continue to be payable to bearer and transferable by delivery. The bonds are issuable as coupon bonds, ~~egist- rable as to principal only, in the denoriaatii>n of~ ,~G) each, and as fully registered bonds in h- denomination of $5,000 or any integral multiple the-reo_f. ,-;upon bonds, on surren,d=r thereof at the principal corporate tl'ust office of the Trustee with all unmatured coupons attached, may, at the option of the holder thereof, be exchanged for an ey'ial aggregate principal amount of fully registered bonds of any authorized denomination, in the manner, subject to the conditions and upon the payment of the char;es provided in 24 r- t,V! Indenture, in like manner, Subject t0 s11Ch cDnditions :uid upon the p,iyment of such --harg~..,s, cull,/ r°_':J',SLered bonds l:poIl the sUrl'.:S1Cl_r thereof at: the 4. _nClpal CorpOrat°_ t1".st office of tI1'3 a l4rl:ten :i1StI'.1T'?nt cf tra nsre1 Sa.i3 faCt0r" '.n t112 Trus:9? •.du1'I _::°CU*^'3 by ° ra,ais ei-ed cwn°r or i1._ ir.l_ atitenorized a:tor hey, may, at the option of J1.3 t2 (jri owner thereof , bi _:'cl,anr-ad E,; an ?aual ac,.gi7egate pr111,:-0al amOUnt Of Coupon bonds w:'I, appr00riat9 CCU~On3 attl ;1•?cl, ol.' for an equal aiciragate DI'iI1:1Dal amount fllLly I'•~,Jl Stored bollds 0f any ctn..r au titor2~_d ,denomInat 1 on. The Authority, the Trustee and any pay, .ng agent may deem and treat the bearer of this Send (unless regis- tered as to principal other than to bearer), or the person 1n 'J}1053 name this bond is registered (if re-jistered as to principal other than to bearer), as the absolute owner hereof for all purposes other than to receive payment of interest represented by outstanding coupons, and may deem and treat the bearer of any coupon appertaining hereto as the absolute owner of such coupon ;or the purpose of receiving payment thereof, and neither the Authority, the Trustee or any paying agin*_ shall be affected by any notice to the contrary. The bearer of this bond may file a written recruest with the Trustee to place his name upon the list of bondholders maintained by the Trustee pursuant to Section 506 of the Indenture for the purpose of receiving certain notices under the Indenture, but the Trustee shall be under no responsibility with respect to the accuracy of said list, and the existence of said list will not affect the treatment of the bearer of this bond as the absolute owner hereof for all purposes, as aforesaid. The bonds may not be called for redemption prior to November 1, 1987, except in the event (1) of condemnation of the Project or any part thereof as provided in Section 5.10 of the Agreement, (2) of exercise by the Company of its option to prepay the Idot? in whole as provided in Section 7.1 of the Agreement, (3) the Company is required to prepay 1-he Note in whole under the circumstances set forth in Sections 5.12 and 7.3 of the Agreement upon the occurrence of a 'Determination of Ta~:ability" (as defined in Section 5.12 of the Agreement), or (4) the Company is required to prepay the Note or purchasa bonds as described in Sections 7.3 and 7.4 of the Agreement with respect to bonds tendered for elective redemption pursuant to Section 303 of the :ndenture cis hereinaf+_er described. If called for redemption prior to maturity as provided in (1) or (2) of the foregoing, such bonds may be redeemed at any time, in whole or (in case of redemption pursuant to Section 5.10 of the Agreement) in part (tress than all of the bonds to be selected by lot in such manner as map be designated by the Trustee, pro rata in accordance 25 with the Indenturo) at u redemption price equal to the principal amount of each bond to be redut,rned plus accrued interest thereon to rare redemption date. If called cur redemption as provided in ~3) cf the foregoing, tile; bonds must be redeem-.!d in lrihole within the time previdt3d by St,,:tion 5.12 of the Agre«.rce~nt following the Determination of Taxabilic_y at a redemption price equal to the principal amount of o:ach bona to ba redeemed plus accrued interest thereon to the redemption date. If tendered by the bondholder for redemption as provided in (4) of the foregoing, the bonds must be either redeemed -,r purchased in the manner and at the price hereinafter described. The bonds, if not redeemed before November 1, 1987, in connection with the exercise of the! options refer- red to in Sections 5.10 or 7.1 of the Agreement or by mandatory redemptioni pursuant to the obligation re:erred to in Sections 5.12 and 7.3 of the Agreement, are subject to redemption prior to maturity by the Authority at the option of the Company on any interest payment date on or after November 1, 1987, in whole or in part (less than all of the bonds to be selected by lot in such manner as may be designated by the Trustee, pro rata in accordance with the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth in the table below plus accrued interest thereon to the redemption date: Redemption Dates of Redemption Prices November 1, 1987 and May 1, 1988 102% November 1, 1988 and May 1, 1989 1018 November 1, 1989 and thereafter )00% i,jhen any coupon bonds are called for redemption as aforesaid, notice thereof identifying the coupon bonds to be redeemed shall be given by publication at least once in a newspaper or financial journal of general circulation among dealers in municipal securities in the City of New York, New York, which notice shall be published not less than thirty days nor more than sixty days prior to the redemption date, and in addition there shall be sent a copy of such redemp- tion notice by first class mail at le,rst thirty days but not. more than sixty days prior to the redemption date to the holder of any bearer coupon bond to he redeemed who shall have made a written request to the Trustee that his name be placed on the list of bondholders maintained by the Trustee pursuant to Section 506 of the Indenture. In the case of the redemption of coupon bonds at the time registered as to 26 the redemption of coupon bonds at the tirn•• registered as to principal texcept to bearer), there sh,11i also be sent a copy oT :;uc-h redemptiuri noic~_ by thirty days but by =first -less mail at leapt u ic,ur` than sixty prior to the redemption elate; provide,), however, if n„trce cf redemption shall have been pcrblas required, fa I lure to give such ^utice by mailing, or one defect therein, shall not affect the validity of any proc.cc~ding for the rrr(l„mpr_ior, of bonds. If all of the coupon bonds to be .edeeartau are at that time registered as to principal (except to bl_,irer), notice by first class mail to the owner or owners *_hereof not less than thirty days nor more than si;ct redemption date shall be sufficient and publishea no icetof ' prior to the call for redemption need not be given. All bonds called for redemption shall cease to bear interest on the specified redemption date provided sufficient moneys for their redemp- tion are on deposit at the designated lace. of payment time, and such bonds shall no longer be secured by at lien of the Indenture and shall not be deemed to beiout- standing under the provisions of the Indenture or have any other rights thereunder except th and all unmatured cou ons a e right to receive payment, void. If, because ofpthe temporarylor thereto shall become of the publication or general circulation rmofeanysnewspaper or financial journal or for any other reason, it is impos- sible or impractical to publish such redemption notice as aforesaid, then such publication in lieu thereof as shall be rude with the approval of the Trustee shall constitute a sufficient publication of notice. The holder of this bond shall tender this bond for redemption by the Issuhave er onh Noovember to 1985 or on any November 1 thereafter (an "Elective Redemption Date"), at redemption price equal to 1008 of the principal amount hereof plus accrued interest to the Elective Redemption Date. Such option of any bondholder is zubject to the condition that there shall not have occurred and be continuing any ''event of defiult" under the Indenture. exercise In order to such bond, the holder thereof must tender toff oth Trusee to such bond to be redeemed not less than sixty nor mr,~re than ninety days prior to the applicable Elective Redemption Date together with (a) a properly executed notice to the Trustee that the holder thereof is exercising its option t- have such bond redeemed, which notice may be in the form provided on the reverse of this bond or in such other form acceptable to the Trustee; and (b) all unmatured coupons appertaining hereto; 27 (C} in the case 0f 3ry bond registered 33 t0 principal .r:coot to ;,carer, a pl'ooeri. executed il:crrumen*_ J` _ sfe_ 'ao =~I13t- -1,e may m r on the 3? Jctn Re fea ca OL LOr.,i, z'ep:-b1 5 _ . .i13 _e d r?t, i to e:. I• OCl, 1e t3 rm _ .O 3..7 DD::d, ':lie tller-e ` ^.311 a'. ~L'Jgeriy '_?I: ^L'°d any b0rd ' to of a bond to t:1e 'T'rustee Sajail J°_ 11're'J'7l'3b19 and D1::dIng upon the holder thereof. Any improperly tendered bond shall be returned to the person attempting such n ~ t_n.I__r, who shall have the option to re-Lander such bond in proper form so ic;ng as such tender is made at Least '0 days prior to the respective Elective Redemption. Date. The Company or its desi nee has option under the A~ g._eme nt and been granted tine ~ the Indenture, in lieu, of making prepayments under the Agreemert and the Note for payment into the Bond Fund to provide for the redemption of the bonds (or, portions thereof) properlt tendered to the Trustee for elective redemption, to alert instead to purchase from the holder or holders thereof on such Elective Redemption Date all or any portion (in integral multiples of $5,000 selected in such manner as may be determined by the Trustee) of any bolds so tendered for redemption on such Elective Redemp-cicn Data at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the Elective Redemption Date. The holder of each bond tendered for redemption agrees, by the tender of such bond to the Trustee, to sell such bond to the Company or its designee on the Elective Redemption Date if the Company ,alects to exercise its option to so purchase. The Company or its designee shall exercise the right to purchase bonds tendered for elective redemption on an Elective Redemption Date by (i) giVirg written notice to the Trustee prior to the ❑.ecti-ve Redemption Cate of its intention to purchase such :bonds; and (ii) depositing or causing to be d_posi!-e with zhe Trustee for paymen*_ into the City of Denton industrial Development Authority union camp Corporation P le 1982 3ond Purchase Account (the "Bond, Purchase Account") created under the Indenture at least one day prior to the Elective Redemption Date, an amount_ of money which, together with other moneys then available in the Bond ?u Account, will be sufficient -•=nose to effpct the purchase of sued bonds. Moneys in the Bond Pair :hasp y: ;ount sh311 be held for and applied bn'_y to th,: purchase of tendered bonds in ileL of redempt:,.:) ! and s.hal n-'- i_t Ut°_ Or be Otl:er'dlSe available for the payment of the principal n de f, redemption premium (if a,iy) oc' interest on Lyle bonds and any bond so pl'rchased by the :'ompeny or its designee shall remain out3tanding'aithin the meaning of the indenture. 28 i • it The Company has b'r'an ri•✓_2n the opz;_on under the Agree- ment and the Indentu t) defease the i ; e!1 of the Indenture prior to the maturity OL th :he COmDan.i has agree,3 in the . greerr.ent ; is obligatlon t0 purchase bonds .end2red for el_ct2`.'' .emptiCIZ Or tO Ot'OVld L•°_!~emptlJn tlterecL and.l • n> -Jr -n.. t?rmini-ion of the :.~Y rent. _h def_asin Jt n- sh311 not d£f_ t~:? IlZ~°_ 'r: I'n the right Of d C~Ohj1ZOi:1 _O e:{°_rCi:e it3 Opt+on to tender Mhis bond f.Jt rederrp*_ioli o purchase by the Company, bu-` if he nd°!1yUre has been def_ased, .~1_ oblig3-i)n of :he Company to purchase this bond or to cause its redemption shall be unsecured by they Indenture and shall b: solely an obligation of the Company. The holder of this bond shall hava the right to enforce the payment of the principal hereof aid the inter_st hereon at or after the maturity hereof, but, the holder of this bond shall have no right to enforce the provisions of the Indenture or to in3t1tute action -o enforce the cove- nants therein, or to take aly action with respect to any event of default under the Indentu_e, or :o institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with the interest accrued thereon. Modifications or alterations of the Indenture, or of any supplements `.hereto, may be made only to the extent and in the circumstances permitted by the Indenture. It is hereby certified and recited that all acts, conditions and things requirad by the Constitution and laws of the State of Texas to happen, exist and be performed precedent to and in the issuance of this bond, the of the indenture and the adoption of the aforesaid resolu- tion by the Authorit said performed. T f, have happened, exist ar.d have been The issuance •>f this bond and tie series of which it forms a part, together with ali other obligations of the Authority, :foes not exceed or vio.at^ any constitu- tional or statutory limitation. This bond shall riot be entitled to any benefit under the indenture nor shall it become valid or obligatory for any purpose until it shall have been authenticated by exacutioIl by "ne Trustee of the certificate hereon endorsed. This bond is issued with the intent .hat the laws of the Stat of Texas shall govern its construction. IN WITNESS WHEREOF, the City of Denton Industrial Development Authority has caused this bond to be executed in its name by the facsimile signature of its President, and 23 Its CcrPO:' It,, i°_d? tC be hereunl~o 1[T`orlnte(} or iit.'lograDhed and dtL05C3} by the facsimile iigndLure ;f its Secrezary, and 5135 i17: yd t!1? 1nLer°3t CO ^OP.3 !1°r°`.j 3ttdCred Ll D. execuLBd :J'~ ~':1° :3r'S:?11i0 31C1T:3~'.1=°3 0= i'.i 3ald Of_'_z:3lS, all as of ',:ov,~-her President ATTEST: _(cacSimi le) Secretary (SEAL) i r 30 TRUSTEE'S AIC?.~IO,J CERTIF ICA'.r T1..° abov bo:j : j3 inn°_ o Ynu 1 :J J.. .5 Iescrlbec 1.: ~i;ed i THE : I r i Ml_ ..;;D ;rJTac~~r C1A'_ICrrP,L BANK, as T1'ustee Sy: _ Authorized Officer COUPON No $ Or, the 1st day of unless the hereinafter mentioned bond shall have been dull called for previous redemption and payment of the redemption price made or provided for, the City of Denton Industrial Development Authority promises to pay to bearer at the principal cor- porate trust office in Atlanta, Georgia, of The Citizens and .Southern National Bank, as Trustee, or at the principal corporate trust office of any successor Trustee, the amount shown hereon in lawful move- of the United States of America, solely from the special fund referred to in, and for the semiannual interest then due on, it3 Industrial rievelopment Revenue Bond (Union Camp Corporation Pro]eCt), Series 1982, dated `lovembe• i , 19c21, and nurnbera- d ,L L r ^ r, F:.C_SIMILE (F`oI,lILE) _ Secretary ?resident CITY OF DENTON INDUSTRIAL DE'?ELOPMENT ATJ--4O01TY 31 {FORM OF CERTIFICATE OF R£GISTRIITI(N) DATE OF IN WHOSE NA:!E SG::D REGIS'I'R:\'PIOCI PEGISTERED REGIS ?yP. I 32 CERTIFICATE REGARDING REDEMPTION OF COUPON BOND AT BONDHOLDER OPTION AND ASSN;,IMENT The undersigned (a) does heresy certify that it. is the holder and lawful owner of the within bond on the date s"own next to its name under the heading "Date of Exercisa of D'ondholder Option"; (b) does hereby give notice on said date to The Citizens and Southern National Bank, or its successors in trust, serving on said date as Trustee under the Indenture of Trust described on thc~ face of the within bond of the exercise by the undersigned of its option to have the within bond redeemed by the City of Denton Indus- trial Development Authority prior to maturity on the redemp- tion date indicated below, pursuant to Section 303 of said Indenture of Trust; and !c) does, in order to exercise such option of redemption, hereby tender the within bond in proper form to said Trustee for redemption on said redemp- tion date or for purchase on such redemption date by Union Camp Corporation or its designee, all as provided in said Indenture. If the within bond is presently registered as to principal (except to bearer), the undersigned does hereby also assign and transfer and directs said. Trustee to trans- fer the within bond to Union Camp Corporation upon the terms and conditions contained in said Indenture. Applicable Pedenption Date or Date of Signature Name and Date of Exercise Purchase by of Address of of Bondholder Union Camp Bondholder Bondholder Option Corporation Noverber 1, >`k~verr~r 1, tkr: errt)er 1, %vcTber 1, November 1, (END OF FORM OF COUPON BOND) 33 (FC,k,N1 OF FUL:,Y REGISTERED EGND) UNI'FFsU STATES OF P2-!E?:(2A STATE OF TEXAS i.iTY OF DENTON INDUSTk1AI, UEVELCP1,1r:NT ikuTHGR:T'C R.LVENUE BOND (UNION CAIIP CORPORATIOV PROJECT) SERIES 1582 No. R- $ FOR VALUF REC::IVED, the City of Denton Iniustrial Development Authority (the "Authority"), a nonprcfi;. indus- trial development corporation duly created and ?xisting under the Constitution and law, of the state o: Texas, particularly Article 5190.6 V.A.T.C.S. (the "Act"), hereby promises to pay to or registered assigns, solely from the special and hereinafter described and from no other source, on the ist day of November, 2012, the principal slam of THUUSAND CCLLARS and to pay to the registered owner hereof solely from said special fund, interest hereon from the date hereof at the rate of 7~% per annum (computed on the basis of a 360-day year of twelve, 30-day months), payable semiannually on May 1 and November 1 in each year until payment of the principal amount hereof beginning May 1, 1983, and similarly to pay interest hereon at the rate of 108 per annum to the extent permitted by law, on any overdue installm:nts of principal and interest. The principal of this bond is payable in lawful money of the United States of Ar,,erica at the princi- pal corporate trust office in Atlanta, Georgia, of The Citizens and Southern National Bank, as Trustee (the "Trus- tee") under the hereinafter mentioned Indenture of Trust, or if a successor Trustee is hereafter appointed, then at the principal corporate trust office of such successor. The interest on this bond is payable by check drawn upon the Trustee and mailed to the registered owner at his address as it appears on the bond registration books to be kept by the Trustee. 'This bond is one of a series in the aggrtagate principal amount of $3,000,000 (the "bonds"), of like tenor except as to numbers, issued under and secured by an Inden- ture of Trust, dateLl as of November 1, 1982, by an.,.i between the Authority and the Trustee (;,he "Indenture"), and an authorizing resolution of the Authority TO PAY PART OF THE COST OF ACQUIRING,, r_ONSTRUCTING, EQUIPPING, AND F[JPNISHING 34 OR CACS?:Ii; TO S-_ A~,)UIF.FD, 1STF.UC. ~IJ:?' iD . ~J t:i1SFE) (T.yG I"D`Cv,~~:~•-•n'.. r:f .:YL r!T: ..:3!nil T. fAS, :UF. U::,N AI;P 7-CRPOR.!~TI'II ( "i-_ ^"'I-ro r"I"* SPECir'!' nrvp^r' OF ~ -N -Z::PLO;'I?~.!': :i1 T~ =UBLIC' =LF.yRc .h, bond and the red0mptiol: 3:';/ and intel..3? h?::e' n shall nOt b,: '~°_•:C.1°_ t0 ._'OIiS 2t'ate a -b- or a g:n'.r31 or a D~dge Of the ia.r.h and di _ Jf the State 'i°_xas, the City of D-.nton, Teas or any politi- cal Corpora ti On, subdivision n- agency Of e State o_ Texas, an"i does not dir3ctly, _ndirectLy or Con--ingently obligate said State of Texas, the City of Denton, Texas or any political corporation, subdivision or agency of the State of Texas, to levy or to pledge any form of taxation whatever fo :he payment of such principal, redemption preml',.,i1, if a,,^.y, and interest. The Authority is obligated to pay tile' principal of, redemption premium (if any) and interest or„ this bond only from the City of Denton indus- tria'_ Development Authority Bond Fund - Union Camp Corpora- tion Project (the "Bond Fund"), created in the Indenture. No holder of this bond shall ever have the right to compel any exercise of the taxing power of the Stare of Texas, the City of Denton, Texas, or any political corporation, subdivision or agency of the State of Texas, to nay this bond, the interest hereon or other costs incident thereto, nor to enforce payment hereof against any property of said State of Texas, the City of Denton, Texas or any political corporation, subdivision or agency of the State of Texas. No recourse shall ba had for the payment of the principal of, or the redemption premium (if any) or interest on, this bond against any officer or director of the Authority. The Authority may hereafter issue one or more series of additional bonds from time to time for the nur- po.=es and subject to the terms and conditions cDntained in the Indenture, and if issued, such additional borvis shall rank on a parity with the bonds and be equally and ratably secured by, and entitled to the protection, of, _ne :nden- V1 r e . This bond is iSSUed and the Indenture was a.Tthor- ized, exe(.uted and delivez'ed by the Authority under and pursuant to the Constitution and laws of the State of Texas including particularly the Act and the aforesaid r-2solution of the Authority. Prior to the issuance hereof the Author- .ty entered into a Loan Agreement, dated as of Noverber 1982 (the "Agreement'"), with Union Camp Corporat_Or., a Virginia Gurporatior. authorized to eio business it the Mate of Texas (the "Company"), and the Company oxecuted and delivered a Promissory ,Tote, dated November 1, 1982 the "Note'"pursuant to the terms of which the Company ^us: pay to the Authority such amounts as will be fully sufficient to pay the principal of, redemption premium (if any) and the 35 .nt31'e3t Un L~'JI1ds as the s3me beroc.r~ 1,;2. :..s security LPL' C.h':itt9nt Df ties ';rind and any aQ.'. nal bOn::3 %f,-12. rf. 3f i10re4 ter b- issued, 'ihe uzi1oC1tV lla; granted `_G t:3 n^ Inde111- 1 L"e 3 a(a C'aL_ty ±re3t _n a~l 1*b riJ!1L._ titl? and iL'33t in th-3 Ag1 1_:nent r°i:0°pt f7C e:tain .;ri~mni_. 3t2. 0n _ ht:3 and in Clot ding :e al' a7riants rLvis cur3uant to R'a ?I: e: :e to to . 1'jeII1L Ure 3 eb7 made for a d9srrlGti.)il 7. the a20r esa1d Solid Fund 4/Ill(,- ll is :narg-2 d .41th, and pledj -.'d to, the 03~%menr of -Ii? pr'ncloa' Of, :edemption premium, if any, an ',nteres* )n the bonds, the nature and extent of the 3ecu1'i7y, the r1'jhts, dutlea and obligations of the .authority and the Trustee, the rights of the holders of the bonds, the terms and conditions under which additional parity bonds may be issu_'i, te`•m3 and conditions under and upon the occurs°r1=e of which the Indenture, the Agreement and the No-_-_ may be modified and the terms and ronditiorls under and upon the occurrence Of whiclh the lien of thn Indenture may be defeased as to this bond prior to the maturity or redemption date hereof, to all of the provisions of which the holder hereof, by the accep- tance of this bond, assents. The bonds are issuable as coupon bonds, regis- trable as to principal only, in the denomination of $5,000 each, and as fully registered bonds in thr3 denomination of $5,000 or any integral multiple thereof. Coupon bonds, upon surrender thereof at the principal corporate trust office of the Trustee with all unmatured coupons attached, may, at the option of the holder thereof, be exchanged for an equal aggregate principal amount of fully registered bonds of any authorized denomination, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. In like manner, subject to such conditions and upon the payment of such 7harges, fully registered bonds upon the surrender thereof at the principal corporate trust office of the Trustee with a 'written in3trliment of tr3n3fer satisfactory to the Trustee culy er.ecutad by the registered owner Or his dU:.y authOL'1Zf213 attorney, may, at the option of the registered owner trer'aof, be exchanged for an equal aggregate principal amount of coupon cons -with appropriate coupons attached, or for an equal aggregate principal amount of fully registered bonds of any other authorized denomination. The bonds may not be called for redemption prier to November 1, 1957, ea:eot ir. the event (1) if condemnation Oi 0 Fro] ect oL• anf part th; ::ao f a.i Se:tir nS 5.10 of the Agreement, (2) of exercise by the Company of its option to prepay the Note in whole as provided in Sections i.l of the Agreement, (3) the Company is required to prepay the Mote in 'whole under circumstance3 set forth in section 5.12 and 7.3 of the Agreement upon the occurrence of a 36 °Determ I:',,'tion of Taxability" (as defined in Section 5.12 of the "gru'einc:nt) , or (4) the Company is rec,uired to prepay the Note or purchase bonds as described in Sl-(,tions '.3 and 7.4 of the Agreement with respect to bonds tenon>red for elective redemption pursuant to Section 303 of tho Indenture as hereinafter described. If called for redemption pri,,z to naturity as provided in (1) or (21 of the foregoing, iuch bonds may be redeemed at any time, in whole or (in (.,ise of redemption pursuant to Suction 5.10 of the Agreem(:n+) in part ;less than all of the bonds to be selected by lot in such manner as may be designated by the Trustee, pro rata in accordance with the Indenture) at a redemption price equal to the principal amount of each bond to be redeemed plus accrued interest thereon to the redemption date. If called for redemption as provided in (3) of the foregoing, the bonds must be redeemed in whole within the time provided b•;• Section 5.12 of the Agreement following the Determination of Taxability at a redemption price equal tr) the principal amount or each bond to be redeemed plus accrued interest thereon to the redemption date. If tendered by the bondholder for redemption as provided in (4) of the foregoing, the bonds must be either redeemed or purchased in the manner and at the price hereinafter described. The bonds, if not redeemed before November 1, 1987, in connection with the exercise of the options refer- red to in Sections 5.10 or 7.1 of the Agreement or by mandatory redemption pursuant to the obligations referred to in Sections 5.12 and 7.3 of the Agreement, are subject, to redemption prior to maturity by the Authority at the option of the Company on any interest payment dates on or after November 1, 1987, in whale or in part (less than all of the bonds to be selected by lot in such manner as may be designated by the Trustee, pro rata in accordance with the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth in the table below plus accrued interest thereon to the redemption date: Redemption Dates of Redemption Prices November 1, 1987 and May 1, 1988 1028 November 1, 1988 and May 1, 1989 1018 November 1, 1989 and thereafter 100x) Written notice of the redemption in whole or in part of this bond shall be given by first class mail, postage prepaid, mailed not less than thirty nor more than sixty days prior to the rederi,ptior, date to the registered 37 ,:wner hereof at the la:3t address shce-.,n on the registratici: book kept by the Trust-!ii; provid d, E.Qwever, if notice of redemptir.)n is required to be pub;i:,hed pursuant to Section 08 of the Indentur-, t::,j such published Notice covers the redemption, in whoie car in part, of this bond, and is published in accordan~:(-, with such requirements, neither eailure to give notice by mail, noc any defect in any notice sr, mailed shall affect the validity of the proceedings for .edempt_ion as it affects this bond. Upon deposit with the T. ustee ur the moneys required to effect any redemption, *lie bonds or portion thereof thus called and provided for shall not bear interest after the redemption date, and slill no longer be secured by the lien of the Indenture and ihall not be deemed to be outstanding under the provisions of the Indenture or to have any other rights hereunder except the right to payment. Less than the entire principal amount of a fully registered bond in a denomination in excess of $5,000 may be redeemed and in such case, upon the surrender of such bond (a) appropriate endorsement Shall be made thereon by the Trustee to reflect such partial redemption, or (b) there shall be issued to the registered owner thereof, without charge therefor, for the unredeemed balance of the principal amount of such bond, at the option of the registered owner thereof, either coupon bonds or fully registered bonds in any of the authorized denominations, as more fully set forth in the Indenture. This bond may be registered as transferred by the registered owner hereof in person or by his attorney duly authorized in writing at the principal corporate tru3t office of the Trustee, but only in the manner, subject to the conditions and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this bond. Upon such registration of transfer, a new fully registered bond or fury registered bond3 in the same aggregate principal amount and of any authorized, denomina- t.lon or denominations shall be issued to the transferee or transferees in exchange therefor. The owner of this bond shall have the option to tender this bond for redemption by the Authority on November 1, 1985 or on any November 1 thereafter Ian "Elective Redemption Date"), at redemption price equal to 100% of the principal amount thereof plus accrued interest to the Elective Redemption Date. Such option of any bondholder is subject to the condition that there shall not have occurred and be continuing any "event of default" under the Indenture. In order to exercise such .)tion with respect tc any bond for portion thereof), the holder thereof must 38 tender to the TtuJtee Mach such bond to be radeerr,ed (in wholt? or, in case of bonds of principal ,mount greattar than $5,000, in part) not less than sixtf %(.r more than ninety days prior tc the applicable Elect~vP, Redemption Date together with (a) a properly executed notice to the :'rustee that the holster thereof is exercising its option to have such hued (or portion thereof) reaeemed, specifying tht2 principal amount to be redeemed, which notice ntay be in the form providta on the reverse of this bond or in such other form acceptable to the Trustee; (b) in the case of any coupon hand, all unmatured coupons appertaining thereto; and (c) in the case of any bond registered as to principal only (except to bearer) or any fully registered bond, a properly executed instrument of transfer designating the Company as transfeT:ee, which instrument of transfer may be in the form provided on the reverse of this bond or in such other form acceptable to the Trustee. The Trustee shall, in its sole discretion, determine wheth- er, with respect to any bond, the holder thereof shall have properly tendered any bond for redemption. The tender of a bond to the Trustee shall be irrevocable and binding upon the holder thereof. Any improperly tendered bond shall be returned to the person attempting such tender, who shall have the option to re--tender such bond in proper fora so long as such render is made at least 60 days prior to the respective Elective Redemption Date. The Company or its designee has been granted the option under the Agreement and the Indenture, in lieu of making prepayments under the Agreement and the tote for payment into the Bond Fund to providf~ for the redemption of the bonds (or portions thereof) properly tendered to the Trustee for elective redemption, to elect instead to pur- chase from the holder or holders thereof on such Elective Redemption Date all or arty portion (in integral multiples of $5,000 selected in such manner as may be determined by the Trustee) of any bonds so tendered for redemption on such Elective Redemption Date -it a purchase price equal to i(;0g of the principal amount thereof plus accrued interest to the Elective Redemption Date. ',,.e holder of each bond tendered for redemption agrees, by the tender of such bond to the Trustee, to sell such bond to the Company or its designee on the Elective Redemptior. Date if the Company elects to exercise its option to ao purchase. The Company or its designee shall exercise the right to purchase bonds tendered for elective redemption on an Elective Redemption Date by 39 {i) cgivir,g wrir_ten nutice to the 'r-u,;prior to the Elective Redemption Dates or its iriter,ticr, to purchase such bonds; and (i.).J depositing or causing to iu deposited with the Trustee for p lyment into the City u:' [;o_,nton Industrial Developmt,nt Authoirity Union Camp Cc;rpc,rczt_ion Protect, 1982 Eond Purch.se Account (the "bond Purchase Account") created under th,! Indenture at least one day pricr to the Elective l.eaemptiuri Date, an arrcunt of murn_y which, together with other moneys then available in the Pond Purchase Account, will be sufficient to efferc the ~Urchase of such bonds. Moneys in the Bond Purchase Account shall be held for and applied only co the purchase of tendered bonds in lieu of redemption and shall not secure or be otherwise available for the payment of the principal of, redemption premium (if any) or interest on, the bonds and any bond so purchased by the Company or its designee shall remain outstanding within the meaning of the Indenture, The Company has been given the option under the Agree- ment and the Indenture to defease the lies; of the Indenture prior to the maturity Of the bonds. The Company has agreed in the Agreement that its obligation to purchase bonds tendered for elective redemption or to provide for the redemption thereof shall survive the terminatior, of the Agreement. The defeasance of the Indenture shall not affect the right of a bondholder to exercise its option to tender this bond for redemption or, purchase by the Company, but if the Indenture has been defeased, `_hq obligation of the Company to purchase this bond or to cause its redemption shall be unsecured by the Indenture and shall be solely an obligation of the Company. The holder of this bond shall have the right to enforce the payment of the principal, hereof and the interest hereon at or after the maturity hereof, but the holder of this bond shall have no right to enforce the provisions of the indenture or to institute actin n to enforce the cove- nants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the :ndenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with the interest accrued thereon. modifications or alterations of the Indenture, or of any supplements therein, may be made only to the extent and in the circumstances permitted by the Indenture. It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Texas to happen, e;;ist and be performed precedent to and in the i4suance of this bond, the execution 40 of the Indenture and the adoption o: the aforesaid resclu- tion by t~ie authority, have happened, exist and have been nerformec. ':he issuance o this bond ar.d the series of which it fr_.rras a part, together with all other obligations of the Authority, does not exceeu or violate an;; constitu- tional or statutory limitation. This bond shall not be entitiecl to any benefit under the Indenture nor shah i`_ become valid or obligatory for any purposes until it shall have been authenticated by execution by the Trustee of the certificate hereon endorsed, This bond is issued with the intent that tiie laws of the State of Texas shall govern it's construction. IN WITNESS WHEREOF, City of Centon Industrial Development Authority has caused this bona to be executed in its name by the facsimile signature of its President, and its corporate seal to be hereunto imprinted or lithographed and attested by the facsimile signature of its Secretary, and has caused the interest coupons i,ereto attached to be executed by the facsimile signatures of its said officials, all as of November 1, 1982. CITY OF DENTON INDUSTRIAL. DEVELOPMENT AUTHORITY By: (Facsimile) Pr,asi ent ATTEST: (Facsimile) Secretary (SF'AL) x * * rt x 41 TRUS"rr,T::c:ITIC;TIG:I 13 01:3 Of t D f1 ~,3 DB the -,;J I1 mentlOned 1!3U1° J: T": r13 SC.. C'~. 1P. THE CITIZEirS r?ID SOUT F:J NA'"TCNAL SANK, as By: Wi- or.zed Officer 42 { r Or^P4 OF SCHEDiJ[ E ?A EPi'_'S 1 ACCGU?!T c G ?3P'~13~ ^.1;J:ri6P,~ J: ':~1•~ ;`i'_ _Jt11 OL a:. ; has begin raga as 0,4 ~a. ni.i.atlCE OF Ai,4CUNT ?R:*(CTIOAL A'4rjuti• AT„'THo' p',-.TE a: A D UNPAID ~i TUL 43 ....JUE cE',........~~ 9Dy Se:_~, a-i n the within bond of the CITY OF DENTON iNOUSTRinr, DEVELOPMENT AUTHORITY and does hereby consti:,,te and appoint attorney to trAnsfer the said bond on _th_e books of the within named Authority with full power of Substitution in the premises. Dated: Regis*_erAd ~~dner i In the presence of: 44 CERTIFICATE PEGAP.DI;ir; REDEMPTION OF F!'T.I,'t REGISTE?ED BCI;D AT BONDHOLDER OPTICN AND ASST(;NXENT The un(lersignr.d (a) doer, heret;y certify that it is the lawful owner of the within bond on thy! date shown next ~o its name under t : heading "Date of Exercise of Bond- holder Option"; (b) do.•s hereby give notice on said ?ate to The Citizens and Southern National Ban'r,, or its successors in trust, :3erving on said date as Trusttio under the Indsn- ture of Trust described on the face of the within bon<? of the exercise by the undersigned of its Option to have the within bond redeemed :)y the City of Denton Industrial Development Authority prior to maturity on the redemption date indicated be.'.ow, pursuant to Section 303 of said Indenture of Trust; and (c) does, in order to exercise such option of redemption, hereby tender the within bond in proper form to said Trustee for redemption on said redemp- tion date or for purchase on such redemption date by Union Camp Corporation or its desicnee, all as provided in said Indenture of Trust. The undersigned does hereby also assign and transfer and directs said Trustee to transfer the wit`,ln bond to Union Camp Corporation or its dt)sigr.ee, upon the. terms and conditions contained in said Indenture of Trust. Signature Name and Date of Fxercise Principal Amount of Address of of Bondholder of Bond Bondholder Bondholder Option _ to be R,edeLvned 45 J_i ~..:a± o•{-C11 7.. anC~.. 1°_~._':"/ OL ~::.3 :.,12.'. .'iL ti1° :.ilt%".~r. tom! flail ?:i' ~a.-ia~ 2 ~'s ind =i: 3:1a11 _372 'l ds ail'.] e _.:i3°j a3 I f z r ~.....]°d :i _ _ _ C 311'1: 3 ~1:'-r _lllalL _:l.: a` n r. cOOy, duly c e r t I E d D'( the $°_Cr3tar f of the Authority, of the resoLution of the Authority authoriz- ing the issuance of the Series 1962 Bonds and the execution, delivery and performance of this Indenture and the Agree- ment. 2. An original executed zounterpart of this Indenture, the Agreement and the original executed Series 1982 Note. 3. Copies of Financing Statements filed to perfect the security interests created herein. 4. The written opinion of Co,inseI for the Authority or other Counsel satisfactory to the Trustee F.xpressing the opinion that this Indenture creates a valid first lien on and pledge of the reverues hereby conveyed and pledged, and that all filings and/or recordings of any document required in order to perfect and preser,re such first lien and pledge have ;;ean duly accomplished. S. A written request and authorization to the Trustee on behalf of the Authority and signed b;, it: Presi- dent or Vice President and Secretary to authenticate and deliver the Series 1982 Bonds to the ourchaser or purchasers th-~rreln identified upon payment to the Tr-ist.e, but for the account of the Authority, of a specified sum plus accrued interest to the date of such delivery. The proceeds from the sale of the Series 1982 Bonds shall Ue paid over to the Trustee and dero,ited to the credit of ch? Bond Fund and the Construct-,on -aund as hereinafter provided in Article VII hereof. 6. A copy of the non-arbitrage C?I'tif!.G3~e of ti.e Authority with resoect to the expected use of the proceed of the Series 1932 Bonds. Ar. opinion of counsel of nationally recogr.iz- ed standing in the field of municipal Fond issues to the effect that (i) the issuance of the aeries 1982 Bonds has been duly authorized and t'rle terms thereof comply with the requirements of t.iis indenture and the Constitution and laws of the State of Texas; (ii) all conditions precedent 46 ~;-~yi;ed *o. in s i:r:+-rn.u~e _•e? a=i:;g 'il? au`nen:ica- ..oIl dill r=~ _ '7L _:1.• _'r_:1~_'3 _:a~ •;G.^. ..3 ..'~"A Ja~[1 2 GC1:d5 y 3_. be %Z :.l 311 Oo. ,a`_. cil3 ?"___•?~j' -ind s°cU:. 'i =r aea __.~.3'✓ _ .;1' 1 . y= = a ...=C:,1@ G~ 'i'nner-S -11er--ao 47 .CL IJ. ;D'" :1 on .,;--I^`i=.~ S.,;L~. it:d~il.ura 1..:.:1 •.:'.~:95 ~1.Cplerrell''d . i°+•u -.'-lie :1:13 I.'].. Il'_'l 1'9, ..19 U_'Il DL - find:l_.:Y; ' t 'Df ~7 [ ne 3'. SuII'i._:n and '3Ii_3C j°ment, _:7'p i••AR~'n- ?i:^3Clo_ jr. :er..a';?;^3I1= of t't:e :roject :et"tndin~ aL_ of t}::' -dz -).7 ally one or more series then outstanding; or (iv) any :or:binatlor of the foregoing. S'Irh Additional Bonds shall have S'.:-,h identifying designation, shall be dated such date, shall ~.ature at such tim? or times, shall bear interest at such r3te or rates, shall .be sub °_ct to redemption 3t such times and prices and shall contain such other provisions not t%rith this Indenture as the reso'_ut:on of the Authority and the supplemental indenture providing for the issuance thereof shall fix and determine. (a) Additional Bonds for Completion,_ Ezoansion, Etc. The Authority may execute and deliver to the Trustee and the Trustee shall au-,hentica_e and deliver Additional Bonds for the purposes specified in (i) or (ii) above upon receipt by the Trustee of the following: (1) A written statement signed by the President, a Vice-President or the Treasurer of ts Company (i ) approving the terms, conditions, manne- of issuance, purchase price, delivery and contemplated diaposition of the proceeds of the sale of such F. ditional Bonds, (ii) certifying that no vent. of Default has occurred and is continuing under the r,greement or, to the best of his knowledge, this Inden%ure, and certifyin; hat there has occurred no Event of Taxability (as defined in Section 5.13 of *_he Agr~~ment); (3) A copy, r:uly Cert1L13d by Secretary of the Authority, of the resolurlon adG,"it_d and appr,-.'ed by the Autho:•_ty authorizing tr.e _:s':ance of such dditional Bonds and the execution and delivery of the supplemental znde,lture provid,_nq for 'lie terms and conditions +.:nd~-:• '.;h.ch =_uc}: Additional Eon ds shall lie issued, together with an executed coun,:erpar*_ of such sup,~IementaL indenture, (3) An executed counterpart of ar. amendment of the Agr,:ement expressly providing for the use of the 48 DrOC@•1,:3 O. `lie sale o_ such Add"-_o-.;,t Bonds d.^..".. 321 exec11L9d r_rcmi3sory nOre Of the '~.CA2:~J (similar in =0rm O _!1e .~e._e5 the ca''i ile nt by J^pd 30 Sll::iCian' k) _y lflt_er o_ -!,,pr0'r,a: 3:.e311`__ a~ 3 rep _eSen texas 1 :1. ~1i on ° 1 .8.'.~1 j 0. (J) Cc pies of Financin,j Statef^~;nts filed LO protect the security interests created in the supple- mental indenture with respect to the Additional Bonds; (5) The written opinion of Cl,unsel for the Authority or other Counsel satisfactory to the Trustee expressing the opinion that this Indenture as supple- mented, creates a valid first lien on and pledge of the revenues thereby conveyed and pledged, and all filings and/or recordings of any document regl.:ired in order to perfect and preserve such first lien :nd pledge have been duly accomplished; (7) An opinion of a firm of nationally recognized bond attorneys satisfactory to the Trustee to the effect that (i) the issuance of such Additional Bonds has been duly authorized and the terms thereof comply with the requirements of this Indenture and the Consti- tution and laws of the State of Texas; (ii) all condi- tions precedent provided for in this indenture relating to the authentication and delivery of such Additional Bonds have been satisfied; (iii) upon the issuance of such Additional Bonds, they shall be valid and !;inding obligations of the Authority entitled to the benefits of and secured by this Indenture; (iv) the issuance of such Additional Bonds will not adversely affect the exemption from Federal income taxation of interest on any Bonds outstanding under this Indenture and (v) such other matters as may be reasonably required by the Authority and the Trustee; and (3) A written realest and authorization to the Trustee on behalf of the Authority A--.d signed by the ?resident or Vice President and SQ.retary Df the Authority to authenticate and deliver such Additional Bonds to the pur.haser or purchasers t'-rein identifLed upon payment to the Trustee, but for the account of the Authority, o the sum specified in such request and authorization plus accrued interest on such Additional Bonds to the date of deliverv thereof. The proceeds of such Additional Bonds shall be deposited with the Trustee and held and disbursed by the 49 ':rU3t•3C 3S pc'~V1~?'., :n 3upp:emental :1V:?r.tI 1: 0r1ci~n :Or `!le ,33'1in,2 if 3,1.'n Ll .=_onal `Tn7Qs. .:3y r':.:Zut0 3:1'3 -1•in _-..3 .3113:._ 3Ur}:...ar.. :A.°_ 3C: °1' abJV•3 n :D' b'~' .3 o. X11_ i110bJ:11'x: ( ) 7}10 (z). ('7) Se tlon 401(a) hereof; (2) A copy, duly .,ertified by the Secratary of the Authority, of tr.e resolution adopted and approved by the Authority describing the Bonds to be redeemed, if any, and authorizing all necessary action in Onn°_Ct:Otl pith the refunding thereof pursuant to the provisions of this Indenture; (3) A written statement of the President of the Authority indicating the estimate by the Authority of the expenses incurred or to be incurred by it or on its behalf in connection with the payment and redemption of the Bonds to be refunded and the issuance of such Additional Bonds; (4) In the event that any of the Bonds being refunded are to be redeemed on any date prior to their maturity, irrevocable instructions to redeem such Gonda on such date and evidence satisfactory to the Trustee that notice of redemption of the Bonds to be redeemed has been published or given as provided in the Indenture, or irrevocable power authorizing the Trustee to give such notice; (5) Irrevocably in trust for the purpose of paying or redeeming the Bonds to be refunded, either moneys or ;overnment Obligations or a combination thereof in an amount sufficient '_o discharge the lien of this Indenture with respect to t'.-le series of Bonds to be refunded; (6) Moneys equal to the si:m, of f . } t;.p a.^.lGl:nt estimated by the Trustee as necessary for the pay,aent of expenses lncurr°sJ Jr to be :nzurred by it or by or on behalf of .ire ~.u*_hority in connection with the payment or redemption of the Sunds to be refunded and the i33uance of such Additional Bonds plus (ii) the accrued in_erest, if any, on the Additional Bonds to the date of delivery thereof; and so i ( 1 wrI .tel; Trustee :n a''Ca I~ o .l:e t1`3 .^O:'1 t'1. and S: :neQ t~r V 2:e,._:3:3t ~re~a:. na_ Bonds to u or .:u_ aser s an J di~G'.'° Z 381' ']I buCn kdd upon th? ? ssuance of sucI tl ~na1 Bonds amount paid as accrued int?res, t on su h AJdltlonaI Bonds :d.L be deposited by tne Trustee in 'Bond Fund. The amol.lnts estimated by the Authority and th Trustee for payment of their respect i%e expens°_s Incurred or to be Incurred in connection with the payment redemption o the Bonds to be refunded and the issuance of such Additional Bonds shall be set aside by the Trustee from the proceeds of such Additional Bones and applied by the Trlistee in payment of such expenses. A%ny amount of the moneys set aside for the payment of such expenses remaining after all such expenses have been paid or provided for shall be transferred by the Trustee to the Bond Fund. The balance of the pro- ceeds of the sale of such Additional Bonds remaining after the deposit of the amount set aside for th,,3 payment of the expenses incurred or to be incurred ir. connaction with the payment or redemption of the Bonds to be refunded and the ( issuance of such Additional Bonds shall be held by the Trustee in trust for the sole and el;clusive purpose of paying the principal of, redemption premium, if any, and interest on, the Bonds to be refunded. Section 402. PARITY OF BONDS. Each of such Additional Bonds of whatever series shai'. rangy equally and on a parity with the Series 1982 Bonds :end shall be equally and ratably secured hereunder with the Series 1.932 Bonds and a 1.1 other series of AdditionaL Bonds, if any, without preference, priority or distinction of any of the aforesaid Bonds, or any coupons appertaining thereto, over any other thereof. The Authority shall not incur any indebtedness or issue ar.y bonds or other obligations of any kind (other than the Series 1932 Bonds and any Additional 3or.ds) secured 'y a pledge of to payments received una?r the No*:es. ARTICLE 'J. GENELRAL COVELIAZl S Secti-)n X01. PAYMENT OF PP.I:ICIPAL AND INTEREST. The Authority cove ants that it will promptly pay the 51 i^.a 7i 'An ':Ile Eon d3 aC the Place/ '3•r•$ and .n ne :T 3I"••':- p"o%-':7°a .^.3-9111 and in SC^'7s 3111d "1°r'3to ac.:ng to 3 :-!e 3:.1 7?d1:_, ~,e. t!l~reOL. z)r.n7icaI 3n'7 i:°_ D3;/,_?;) Ski°-y 31A U,3 ~^'t ati ~j -l:'~'i°-lj 5 _ wf:icn 2111:3 are ne--ecy oA - •'1? d' i~. Ilt oL :Ile p1 -_pd_ a -^I 7t v an, x.11.. J _:l ~JI;L5 r'.:13 o- 111 S i:'.-_.:t,_. re ra'1 a3'Si"j1:m en r: '.i1 C~..3C.IC:~ Of ally .'.Ut..oL'_-;i :fit:leC t}ldi'. C.^^.° _r'_13t Otat.r r'..I:.']~ 'Jr :33eC:i Of 3ttlt'3. file ~'~1113 311'7 Zh in__L"'3St i'r3L'.~IZ Al_ Snb°_ dee:ll°_d to :o:lsti :ute a 'lebt oL- a jeneral 'Dbliga.tiDn o:. the State of 'e.--:as, the 1ity of L`?I1tJn, Texas or any Political corporation, subdivision or agency of the State of Texas and the Bonds do not directly, indirectly or :ontingently obligate the State to levy or to pledge any form of taxation whatever for t_he payment of the principal of or intere3t on the Bonds. The principal of and interest on t_:1e Bonds are payable solely from the Bond Fund and specificai'_y from the special account established therein pursuant to Section 602 hereof. Section 502. PERFORMANCE OF COVENANTS; AUTHOR- ?Ty. The Authority covenants that it will faithfully I.erform at all times any and all covenants, agreements, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond, and in all procedings of the Authority pertaining thereto. The Authority covenants that it is dull authorized under the Constitution and laws of the State of Texas to issue the Bonds and to execute, deliver and percorm the indenture and to grant the security interests in the Trust Estate in the manner and to the extent herein set forth; chat all action on its part for the issuance o€ the Bonds and the execution, delivery and performance of this indenture has been duly and effectively taken, and that the Bonds are and will be valid and enforce- able limited obligations of the Authority according to the import thereof. Section 503. PRIORITY OF PLEDGE All JD SECURITY INTEREST. The pledge herein made of the payments to be received under the Mores and the security interest created herein witil respect thereto constitutes a first ana prior pledge oL 3 lien or. and, upon !i?'li%,ery of the r4'ot;°.3 to the 1:ustee, will cOnSt1L!ite a pex:ected 3ecurlty Int.arest in said payments. Said pledge shall 3t no time be irr,pal:ed by the Authority Of :he Trustee and said payments sha''.1 'lot otherwise be pledged, dial, except as pr9'.,idP.d her°ir:, no persons snail have any rights with respect thereto. Sectior 504. IJNZ RUMEi!TS OF FURTHER ASSC;RnCICE. The Authority covenants that it will do, execute, acknow- Ledge and deliver or caur to be done, executed, 52 '1ed'~°~ 3nd ~e1i'!eI'!J~j, 31::11 SUpp_=ment3. .i:`;entUr°3 a.^. •3 dCdnO'W 3LC.: fUrt 9r 3ct3, 1[I3 : :%ent3 and _:3n5Les as tihe maf :°_aaOl.aC 1 r_:UiT? ° :crtaT p~3~gin; and ass,_-ing unto :he pa.-.e:.ts ...ne:- ;Ihe r.gre9m.en_ an an'j 3lhi D_:I-r .n'cclre an: monet o .dg°a eby .ntera-s: 01' :3. :.uthOrity wil._ 911sC dUDr~'pr~3t.o f1:1dIICI'I otateG.°_ naming tn.? and pf' " Of _i~°_ .rUSt Estate pledged .:-.der t1i1:s .ncer.t'ure, for the paymei:t of= the principal of and interest on the Bonds, to Je duly h led and recorded in the appropriate state and county offices as required by the provisions of the Uniform Commercial Code or their similar law as adopted in the State of Te~.as as from time to time amended. To continue the perfected status of the security interest evidenced by the financing statements delivered to the Trustee pursuant to Section 306 hereof, the Trustee ',ai11 file and record or cause to be filed and recorded, wit'r such assistance as necessary from the Authority and the Company, such necessa_y continuation statements from time to time as may be required pursuant to the provisions of said Uniform Commercial Code or other similar law to protect the security interest of the Trustee in the Trust Estate. Section 506. GIST OF BONDHOLDERS. To the extent that such information shall be known to the Trustee under the terms of this Section 506, it will keep on file at its principal office a list of names and addresses Of the last known holders of all coupon Bonds and all Bonds which are payable to bearer and believed to be held by each of such last known holders. Any bondholder may request that his name and address be placed on said list by filing a written request with the Trustee, which request shall include a statement of the principal amount of Binds held by such holder and the numbers of such Bonds. The Trustee shall under no responsibility with regard to the accuracy of 3a.d list. At reasonable times and under reasonable regulatic,s established by the Trustee, said list may be inspected and copied by the Company or by bondholders (or a designated representative thereof) of twenty-five per centurn (25`;) or more in principal amount of '_:.e 3onds, such ownersh'.p and The authority ')f any such designated representative _o be evidenced to the satisfaction of t;,,e Trustee. Section 507. r iOPTS 21DER P.G?.rL ?EMT A'ID The Agreement and Notes set forth respective obligatior.3 of the Authority and the Company, including a provision that subsequent to the initial issuance of the Bonds and prior to ?ayment ir. Full thereof, neither. the Agreement nor the Notes may be effectively amended, changed, modified, altered 53 ~r termind_ed (-.the, than az p1"' :'ided there'--) a. ..'~Ut t:^.e dt"ltten :c% e:lt Jf dame 9:1'. t:'ld :'i~L25 1101' a ^.°_ai!.°d 37 o- ;3 J~ ,...3 :°.'n... v 3:'.'11 .Ile C_^.n3:' rnaV _Tl::Orce a.L :S O4 the ...."l:~Jr. 3_'. i7,r>3::naer and :i d:i'.1 ;iOt~3 LOr 31:x. on .:2 .3_f O1 J:.. a'J1~1'_:._ •ei'S1a•.R°_r JC' ~.U..::O_ Se ti n X08. AJT ~F::_:' a DLEcTic;1 TO :SUE SERiEZ 1932 BO^iDS ?URSU: PI TO ~cCTI103(b)f ~)(D) OF CODE. Prior to the issuance a1V2 del lver'y Of Series 1962 Bonds, the Authority will have ma3e all necessa.y filings to effect an election with respect to the Series 11982 Bonds under Section 103(b)(6)(D) of the Code. Section 5C9. ARBITRAGE COVENANT. T:^s Authority covenants with the Trustee and with the bondholders that none of the moneys held under this indenture will be tised or invested in any manner ',rhich would resift in the Bones being classified as "arbitrag.i bonds" within the meaning of Section 103(c) of the Code and the regulations proposed or promulgated in connection therewith. ',RTiCLE VI . REVENUES AND FUDIDS Section 601 SOURCE OF PAYMENT OF BONDS. The obligation of the Authority to pay the principal of and lnteresC on the Bonds 13 not a general obligation of the Authority but is a limited onliga-~:ion payable solely from the payments received from the Company under the :'lutes. The payment3 prO'ri ded for in the Notes are to be remitted directly to the Trustee for the benefit of the bondholders and ars to be deposited in the bond Fund. The Authority covenants that said payments are sufficient in amount and become due in a timely manner or so as to insure the prompt payment of the principal of and '_:'.-°reSt 0- the Bonds. q T y . e c ' i o n 602. ~ ..j..ALLC;1 OF LEE :J`i. FUND. .:.~~e Is `e-l-etY :11~3ted by the AuthOrity and order-.d e_ztablishe4 deSi3i.dt?d ''city 0- Plith the Trustee a ^_r,izt fund to be Denton Indu3trial Develocnent kuthority Bond "rund - Union Camp Corporation Project", which shall be used to ?ay the principal of and intere3t on the Bonds. L.,_Z_ shall be es*_a'olish^_d a5 trust accounts within the Bond Fund a general account anc a Special account. Any reference in this 54 IIId9ntlr^_ to d Fur,,,1 'dou a11=.Cdt::,n MO ana - :an sh,l.i Cvn..) re`feL' -d °r y e- 3 ec t i _n 31na pa_~1 ;n`_o 3orr3 quad .1. l~_:L;ed _atar~a_ In f sila: _ is _„r 3 • ~ - la) ;i dmc':., eement, (D) 3.l uayments made Linder the ( ) all moneys required to ':9 so deposited pursuant to Se't_ion 208 hereof, and ;d) all other moneys recei7ed by the Trustes under and pursuant to any of the provisions o: the Agreement or this Indenture which a:•e required or which are accompanied by '.critten directions thhat such moneys are to be paid into the Bond Fund. The Authority covenants that so long as any of the Bonds are outstanding it will may, or cause to be paid, into the Bond Fund from the sources of payment described in Section 601 hereof sufficient moneys to promptly pay the principal of and interest on the Bonds as the same become due and payable, and to this end, the Authority will fully cooperate with the Trustee and with the ond'nolders to the end of fully protecting the rights and security of the bondholders. Section 504. USE OF MONEYS IN THE BOND FT210. (a) Except as provided in Section 609 hereof, moneys in the Bond Fund shall be used solely for the payment of the principal and interest on the Bonds. At the direc- tion of the Company, any moneys in the Boll Fund may be used to redeem or purchase a portion of the Bonds so long as the Company is not in default with respect *.:o any paymenta due on the Notes and to the extent tht such moneys are in excess of the amount reuulred for t,., pa7C'ent of the Bonds theretofore matured or called for redempt_i-n and the payment of interest then due in all cases where such Bon-J s or COUpOnS slave not been oresen _e 4 for paymen {v) At the ma*_uri ;i date or :e-iemp:ion dare pri~r to ma-'.:. ty of each Bond and at t-i:e ;ue date c° each installment of interest on each Bond the Trustee shall Lransfer from the general account in the Bond Fund to the special account in the Bond Fund sufficient moneys to pay all principal of and interest (if any) then due and payable witi: respect to each such Bond. Moneys so transferred into 55 said 3~F•=:-31 account sn.a'-1 .n.7'- tilere3ft°_: manner 3hc.11 be held by `11r? 71":3tee witn'7U` l:iJ11:` on, the .'13199 or e lthori .y in .ere- _Il°r'_^.'I: ac t.,-. 11 i pa: 1 ~D'1 '11'..1 'eC` e .r'.iJ _.n_ _ aC :OLint re't r. 1':.n 7,..:1'1 p$ d1- L "=3T•? '.Jii' _le 3 '71. 11'.1J Section 005. ~USTOD'i OF T ?E 30^: P11I1D. -h 3ond Fund shall be held by the Trustee as 3 tru3*_ fuIld for the benefit Of the bondholders. i general 300011rit and the special ac'-.ount established in 3ond Fund shall also ::I.nstitut,_: rust accounts. Section 606. NON-PRESEt1T!'?EMT Or BONDS OR COU- PONS. if any Bond shall not be presented for payment when the principal thereof or any portion Of thie principal thereof becomes due, either at maturity or at the redemption date, or if any coupon shall not be presented for payment at the due date *_hereof, provided (moneys sufficient to pay such Bond or portion thereof or such coupon shall have been :Wade available to the Trustee and are held in the appropriate account in the Bond Fund for the benefit of the holder thereof, all liability of th-- Authority to the holder thereof for the payment of such Bond or portion thereof or such coupon, as the case may be, shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such moneys in said special account, subject to the provisions of Section 609 hereof, without liability for interest thereon, for `he benefit of the hold.ir of such Bond or portion thereof, or the holder of such coupon, as the case may be, who shall thereafter be rest'.icted exclusively tc moneys held in said special Account for any claim of whatever natur4 on his part !Inder this ln,'ent'.:.re or on, or with respect to, such pond or portion therecZ or such coupon. Section 607. TRUSTEE'S AND PAYING AGEC7I31' FEES, CPARGES AND EXPENSES. Pursuant to the terms of the Agree- ment the Company has agreed to pay dlrec^ly - - _ ~ to the Trlstse, commencing with the Compl'~tion Date (as d9fined in the -,_repme_nt) and 3ontinuina !1ni.il t;ro p..llc.pal Oi an,l in,:-3r. est on the Bonds shall have been paid in `ail: (i)an amount equal to the semi -ar1n'.Ial fee of the Trustee for _ts Ordinary Ser•rices rendered and d _ its (~rBinary :.Hpe13eS rea u ,der this In'.ientur( (ii) the reasonab~e fees and charges of the 11rll3tee :r)- acting as paying agent and as Bond registrar, the reasollabie fees of any paying agents, and the reasonable fees of Trustees' Counsel, as and when the same become due, and (iii) the reasonable fees and 56 :I13r~i~'S Of -he :rilsted for .,"etraord,n.3r7 7r'L".'LCeS r°nder=d by . _ and raordinary E::pr'nse s Ln_cu r e'i b _ y.- Llhdelltur° a3 aP.Q --ih-an ^.9 "al re tecC)-Ie S i.,'~J'S' =:1~ 3gL..°°'1 =C:3t 'il'? .:11 :I 31 Jr e7L3nC°_ ---=a Q ~r.a ado t:+ f _ S, ~:13rje,i 3:1'~ '':p°nseS 7f ^o TCU3tn9 r-2 rred _J In -lie :ire'.'ndi.lg 3'2 T: CC :11° '.^mi^.3ny l e'zoIP,@3 '~f:.l'.13t','Q to Cav e 3.1 e pa :-.1 to ta•?• T_u3Le~ tL'0I[1 ~Ollstr~: :nd, a3 ail:. ?n ::e .33mi3 shall 'oec0me .:ii,+ -s spec'_-li ?Ct1 Dn O .-3 nC, :h'? OmT)'41l f m3 f con? . _I1 J'3 iQ Ldi:h :a - e C 3si _f tOr 311_ 3U':1"` ~:!tragi'rliihary JF:r'!1^33 and ::r7raord!nary pellses 31117 711? L'easonahi'3n~_3s Ot any Oi tike fees or charges ref,~rred to herein. Section 608. MONEYS TO BE HELD :N TRUST. A,1 moneys paid ver to the Trustee for the acccunt of the Bond Fund (to be held in the general account or the special account therein) under any provision of this Indenture shall be held in trust by the Trustee for the benefit of the holders of the Bonds and coupons entitled to be paid there- from. Section 609. REPAYMENT TO THE COMPANY FROM THE BOND FUND AVD BOND PURCHASE ACCOUNT. (a) Any moneys remaining in the Bond Fund after Payment in Full of all Bonds and coupons (taking into account Section 9C2 hereof), the fees, charges and er:penses of *_be Tru-ltee, the paying agents and the Bond Registrar wh-'-n have accrued and which will accrue and all other items required to be paid hereunder shall be paid to the Company upon the expiration or sooner termination of the Agree:nent as provided in Artic}.e VIII of the Agreement. (b) Any moneys held by the Trustee in the Bend °urchaee Account and in the special account in the Bond Fund shall be retained by the Trustee for the payment or redemption of Bonds and coupons not yet presented for payment CY redemption. Any moneys deposited with or held by the Trustee in trust for the payment of the principal of, redemption premium, if any, or interest on any Bond remaining unclaimed for sir: years after su.h principal, redemption premium, if any, or interest has become due and payable shall, upon the written request of the Company, be paid to the Company, and the holder of such bond -.jhall thereafter, as an unsecured general creditor, Look only to the Company for 7he payment thereof an,d a71 liability of the Trustee with respect to such trust money shall thereupon cease. Section 610, CREATION OF THE BCM PURCHASE ACCOUNT. There i8 hereby created and estp.blished w:th the Trustee a separate trust account designated "City of Denton Industrial Devel;pment Authority--Union Camp Corporation Project, 1982 Bond Purchase Account", which accounL shall be 57 j , •-no tP",';,,,C I1i3 Il.d~:. _r.i r'o mairl~.3~r.~d bt :"-.e _ „rus .._`~o -u r a ~'l`~y lTlOfiay r°C~ie:J b'J the Tr']a't8°_ :`_`~Il t:.". Co:^.pany or des: OL ally ~On... a3 pro':i=ed 1111 ment 3n(i _n 3 C'.,r. :03 '7 i'DC 3~`__C 331i•~ ~~_;i~lnt 3,-d 113 e'er i. :ne '.'JU 17 .:a3°_ 7L 3 3,1,:: 'O;:•.S 1]'.'.: ::r?11 ~,,.1~ _:h iC~Jr anc9 '•;'~`_h S?Ct1Jn 10 l id 1:1 P,0 nA C"1. a3? :r Jn :3-al _ :311' a'DD_. 'O ._1.:.~C,e °1:'!: rQCt ~U..aa _n :0 d°_C'.1: - ~r D°_ O`. e_'.ri3e -ja'fm" nt J.. .'Jr1:1'~',..1 ,?da':1) :,_On . Dr°_ali'.1I71 71 1-, :1 1 `.ere3t. 3Gnd3. ART 1CLE 7:1 CUSTODY AND A°PLICATIOt! )F °F'3CEED3 OF °0NDS Section 701. DISPO0 TIOP3 Or ACCRUED !NrEFEST. Upon the issuance and deliv?ry of the Bonds there shall be paid into the Bond Fund all accrued interEst derived frCm the sale thereof . Section 702. COMSTRUCTION F!RID; DISBU.°.SEIdENTS. There i. hereby created by the Authority and ordered estab- lished with the Trustee a trust fund to be designated "City of Dentc.l Industrial Development Authority Construction Fund - Union Camp Corporation Project". Tne balance of the Droceeds dc3ri'Jed from the sale of the Bonds remaining after making thei deduction provided for in Section 701 hereof shall be paid into the Construction Fund. Moneys in the Ccnstruction Fund shall be disbursed in accordance with the provisions of the Agreement, and particularly Section 3.3 thereof. The Authority agrees to promptly take all neces- sary appropriate action in approving and ordering all such disbursements. Tha Trustee is hereby aut::or'zed and direct- ed to issue its :hecks for each disbursement required by *_he aforesaid provisions of the Agreement and the Trustee shall be ^eiieved of all liability w1th respect to making d`.3- bur3ements in accordance with the provisions of Section 3.3 of the Agreement. The Trustee Shall maintain adequate rec~rd3 Pertaining to the ronstruct.'.D..- Fund ant all disb,.,r3em-3n,:5 tnere:rcm, 3na after the Proi eC: ha3 De en col;.p1.et?d and a Certificate of payment o. all C03t3 ii:ed as pro"Tided in Section 703 hereof, the T.-U3-_e9 shall filq an dCC'ountinJ tilereoi dith the and -.;:.--h -he Section 703. CCM?LETION OF THE PROJECT. The completion of the Project and the payment of all cost3 and expenses incident thereto Shall be evidenced by the filing with the Trustee of (i) the certificate of the Authorized 58 a b•i Secti on 3 . 5 of the ~omoany Representative require.. AgTeemeRt grid (ii) d C9rtl:i ate sinned b-1 the Authorized Clompany 'ReDresentative, -Ch Cer=izicate Shall state that a1 13 3 an'i •sxp;?nses 1:1 connection ',li'.h the Project and payable Out of _+ind 3bG'!e have been paid 9`CC°_pt :or --Ost3`and P, :po;:sas not th°n dur. and payable '.r:th °sU~.:Ct t0 whl'..:h LUnd3 ar°_ baing retalne] in the Construc- tion Rind wi.1h the aporov.i! of t':h3 Company and the .iut110r1t7 th.? payment Of L."1° :id['.le:. r.s stun as ri: aCticabie, and in :hot La-''.r than si:.ty (60) days from the date of event any r the certificate referred to :n subsec':lon (ii) o£ the preceding sentence, any mor.e'is remaining to the Construction Fund (other than moneys retained to pay costs and expenses not then due and payable) shall, without further authoriza- tion (but subject to the fulfillment of the conditions specified in Section 3.3(g) of the Agreement_ relating to the transfer of moneys from the Construction Fund to she Bond Fund) be deposited by the Trustee into Lhe Bond Fund with written ad•,rice to the Authority and the Company of such action unless the Company shall have directed the Trustee to purchase Bonds for the purpose of cancellation in accordance with Section 3.3(g) of :he Agraement. ARTICLE V! 11. INVESTMENTS Section 801. CONSTRUCTION FUND INVES11AT-14TS. Moneys held in the Construction Fund shall be invested and reinvested by the Trustee in Investment Obligations. Such investments shall be held by or unrier the control of the Trustee and shall be deemed at all. times a part of the Construction Fund and the interest accruing thereon and any profit resulting therefrom shall be credited to the Construction Fund and any loss resulting therefrom shall be charged to the Construction Fund. 'rhe Trustee is directed _ to sell and convert to cash at the written direc ion of the Company a sufficient amount of such investments whenever the cash held in the Construction Fund is insufficient to pay a requisition when presented or to otherwise make a timely disburse-tent required to be made therefrom. Section 802. BOND FUND INVESTMENTS. Moneys held in the Bond Fund (other than moneys held in the special account in the Bond Fund referred to in Section 502 hereof) ~ shall be Invested and rein•.~ea..o _d by • the e Trustee at _he reque3t and direction O~ the Company in Government Obligations. Such investments shall be held by or under the es a control of the Trustee and shall be deemed at a tim0 part of the Bond Fund and the interest accruing thereon and any profit realized the".f,om shall be credited to the Bond Fund and any loss resulting therefrom shall be charged to 59 the 3ond Fund. Th-2 Trustee _3 to sell and convert to =ash at the wri'.ten dire_ct1~n Si the CO^UaIly a sufficient amoun-_ OL s'ach ln,'*estmeIl.s 1n the Bond V,ind whenever the cash held :n -the riond F'_Ind -'s to zlrovide -for tae ca'Jr,,ent of ttih. A p a I of ('.I Ietner 4t .T,a~'.1r1t1 e.r _ on da or r'_'demDtlO:h .sate Dr1C_' tp T,aturl~/') Ind int., eJ"_ the 3ondz as the Sari~% be'zcme 'du'e and pa:'abl°_. ARTI,_LE I:.. DISCHARGE OF LIEN Section 901 DISCHARGE OF LIEN r.ND INDENTURE. If thE- Authority shall pay or cause to be raid the principal of and interest on the Bonds at the times and in -he manner stipulated therein and herein, and if th•2 Authority shall keep, p(i form and observe all and s1nc'ular -he covenants and agreenents in the Bonds and in this Indenture expressed as to be kept, performed and observed by it on it3 part, then the lien of this Indenture, these presents and the Trust Estate shall cease, determine and be void, and thereupon the Truate:e shall cancel and discharge this Indenture, and execute and deliver to the Authority such instruments in writing as shall be requir'~d to cancel and discharge this indenture, and assign and deliver to the Authority so much of tha Trust Estate as may be in it:s pcsaession or subject to its control, except for moneys and Government Obligations held in the special account in the Bond Fund for the purpose of paying Bonds and coupons which have not yet been present- ed for payment and moneys and obligations in the Bond Fund and Bond Purchase Account required to be paid to the Company pursuant to Section 609 hereof; pro•zicled, however, such cancellation and discharge shall not terminate the powers and rights of the Trustee with respect "o the payment of Bonds or the exchange or transfer of Bonds cursua-t to Section 207 hereof. Notwithstanding the fact that the lien of =his Inder..ure upon the Trust Estate may have been discharged and cancelled in accordance therewith, this Indenture and the rights granted and duties imposed hereby, to the extent not inconsistent with the discharge a.-id cancellation of the lien on the Trust Estate, shall continue and 3C:)sist until tlhe principal of and interest on all Bonds si.all have beer. paid in full and all of the Bonds have teen can--olled. Section 902. PROVIS-.QN FOR 2~.YMENT ~.)F 3-a1;DS. Bonds and coupons shall be deemed to have been paid w::h_,n the meaning of Section 901 hereof (a) if (i) the Trustee shall hold in the special account in `_hi Bond Fiind 3uff1c19tht moneys, or 60 the ste_ shall :.01_ in the special a:count in the bond c''and Got:ernm nt ' b_l rations of such m Atari ti as and interest payment J-ates bearing SikhL'e St 33 'n'i wi tnoll ~'lrt :~.-.r lnveszmert Or r"lnvestm@nt ol __ther th'? principal irioGnt t,.ereo: or `.fin _nt°r9..it e3hnl ngs •.~:3r'?QG (said 33;. co b.. e held in :rust 31=-)), ba su?_'icl-?:It t07s:P3r 'V'- 3 11y C.oIhe'13 ?L"": to in L1.7aeCt10Ih ( ) 3bJ''~, i"DT' th' payment at I"dtlll ,y oL' redel!'.~tiif: rate or1Jr to maturity, of the principal -hereof, tog.ther with the redemption pr•-~mium, if any, and ir.serest to accrue thereon to such maturity or redemption dates, as the case may be including any redemption date following the exercise b':' a bondholder of its option to tender Bonds pursuant to Section 303 hereof; (b) if there shall have been maid to the Trustee all Trustee's and paying agents' ---,es anti expenses due or to become due in connection 4ith the payment or redemption of the Bonds; and (c) if any Bonds are to be rejeemec on any date prioz to t:1e maturity thereof, notice of such rede,ap- tion shall halve been duly given or arrangements satisfactory to the Trustee shall have been duly made therefor, or waiver of such notice satisfactory in form to the Trustee shall lave been Filed with the Trustee. Limitations elsewhere specified in this Indenture regarding the in,.estment of moneys held by the Trustee in the special account in the Bond Fund shall not be construed to prevent the depositing and 'voiding in said special account of the obligations described in the preceding paragraph for the purpose of defeasing the lien of this Indenture as to Bonds and coupons which have not yet become due and payable. Payment in Full of +.ne Bonds within the meaning of this Arr.icle or provision for such payment as provided in this Section 902 sha_l not affect the right of any Bond- holder to tender Bonds for elective red-amption as provided in Section 303 hereof and, pursuant to Section 7.3(b) o-~ the Agreement, the Company has covenanted that its obligation to purchase or cause to be redeemed Bonds tendered for elective redemption shall survive th,a termination of tit. Agreement and defeasance of the Indenture. ARTICLE X. DEFAULT PROVISIOILS MJD R.E~NEDIES OF T ':STEE .VID BOT;DHOLDE.'•3 Section 1001. DEFAULTS; EVF ITS n: DEFAULT. :f any of the following events occurs, sub)ect t,o the terms of Section 1011 hereof, it is hereby defined as and declar, i to 61 fA and `_o cons-.4 ute an "--nt of ;'t'ilunder =1119 Eldenzure: f a) default n the ?u? anc ....:;:al payment of :n_Fllrest on any E01-1d; or 7ei3ult in the du;? a::d CPt...--.lal payment of principal of oL' Yer1."1 :;remium li any, DIl any Sond, '.whether 31- .:1 turi y date or redemption 'late prioY t0 (including ally elective redemption G':,";i lapt to Section 303 hereof or upon zmat,- ity thereof by declaration; or (c) default in the performance :r observance of any other of the covenant;, agreements or conditions on the part of he Authority in this Indenture or in the Son :ontained; or (d) the occurrence of an "Evens of Default" under the Agreement. Section 1002. ACCELERATION. Upon the occurrence of an event of default and subject to th"e waiver provisions of Section 1010 hereof, the Trustee may, and. nd upon the written request of the molders of not less han twenty-five per centum (25;) in principal amount of _ends shall, by notice in writing delivered to the Authority, declare the principal of all Bonds and the interest accrued thereon to the date Of such acceleration immediately due and payable, and the same shall thereLpon become and be immediately due and payable. Upon any declaration of acceleration here- under, the Trustee shall immediately declare all payments due on the Notes to be immediately d•.Ie and pa}able. SectiozL 1003. OINER REMEDIES. Upon the occur- rence of an event of default, and subj,~t:t to the waiver provisions of Section 1010 hereof, the Trustee shall have the power to proceed with any right or remedy granted by the Constitution and laws of the State of Texas, as it may deem best, including any suit, action or special proceeding in equity or at law for the specific performance of any cove- nant or agreement contained herein or for the enforcement of any proper legal or equitable remedy a;, :he Trustee shall deem most effectual to pro*_ec': the rights aforesaid, insofar as such may be authorized by law. The ;i7'rts herein speci- fied are to be cumulative to all other available rights, remedies or powers and shall not exclude any such rights, remedies or pow3rs. Section 1004. RIGHTS OF BOPlC-iii DEr.5. Upon the occurrence of an event of default and if reluested so to do by the holders of twenty-five per centum (25%) in principal amount of Bonds and indemnified as provided in Section 1101 62 hereof, Ill Trustee shall. be obliged to x'r ,se such Ong Or more the rights and remedies conferred by th=s Ai"-ir-le as the Tl'r_icltee, being advised by COUnsal, -,ha 4. deem most expedi ?n'. In the interests of the bOnd't:Old?r:i No right- 7r remedy by tae t°rm Of tnl a Il taeb ' :lure CCIli•31 ',.1-On Or 1'eser'led to .11e ir'.:3 ;.E't l7L" tO the bond- h'Jldel's) is intanded to be eaC_'.i3iv° O1 3ny o`; er ri,~nt or remedy, l)ut each and every suzi, rl'JhL :-emedy shill be CUiTIUl3t1'•:'? and shall I)e in a,_i,j1"1on to ogler right O.`. remedy giv-11 to the Trustee or to th bor.J ,c)lders Or iiow c hereafter existing at law, in equity cr by st3'.ute. No delay or omission ro exer^ ae any right or remedy accruing upon any event of default shall impair any :.uch right or remedy or shall be construed to be a wai~/er of any such event of default or acquiescen^e 'i el'ain; and every such right and remedy may be exercised frori .ime to time and as often as may be deemed expedient. No waiver of any event o£ default hereunder, whether by the Trustee or by the bondholders, shall extend to or shall affect any subsequent event of default or shall impair any rights or remedies consequent thereon. Section 1005. RIGHT OF BOIIDHOLDERS TO DIRECT PROCEEDINGS. Anything in this Indenture to the contrary notwithstanding, the holders of a majority in principal amount of Bonds shall have the right, at any time, by an instrument or instrt:ments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforce. ment of the terms and conditions of this Indenture, or for the appointment of a receiver or any c:he.r proceedings hereunder; provided, that such direction shall not be otherwise than in acco:-dance with the prov13ions of law and of this Indenture. Section 1006. APPLICATION OF MONEYS. All honeys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Bond Fund and all monel.,, in the Bond Fund shall be applied as follows; (a) Unless the principal of all the ~olda shall have become or shall have been declared ,,ue an,. payable, all such morseys shall be applied: first - To the payment to the persons entitl- ed thereto of all installments of interest then due on the Bonds (other than installments of 63 interest on Eon.--z respect t::F pd fTGS.^.t Of All'--h money: or 1:nMenC v:;.l'~3C10nS are Set aslr:e in the soec. 3L 3cCourit In ':ne Bond Fundin th'2 orde': of til? 1111 '.YriCf Of i,,:;tall:nents of 3U~lI ' nt-Ce_st and, he a:r3,. a_1dbL3 5::311 not be sufficient Co Pay In f';:l 3I17 particular ,ns"alim°_nt, the Ga',ma,.: :a-:a!:', ac:0rd- Ing =o zlhe amounts ,A-i r to zhe 037'sons antltled 31:. or privilege; an,i second - To tihe paymen` to the persons entitled thereto of the unpaid prinoipaL of any of the Bonds which shall have become due (other _hall principal of Bonds w,."I, respect to the payment of whic:: moneys or Government. 'Dbl-.gations are set aside in the special account in the 3ond Fund), in the order of the-ii: due dates a::1, the amount available shall not be 5uff..ie::: pair in fi;Ll Bonds due on any particular date, together with zuch interest, *_hen to th3 payment ratably, according to the amount of principal due on such date, to the nersons entitled thereto without aI_y discrimination or privilege. (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment_ of the principal and interest then due and unpaid upon the Bonds (other than principal of and interest on Bonds with respect to the payment of which moneys or Government Obligations are set aside in the special account in the Bond Fund), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of irit,~rest, or of any 3ond over any other Bond, ratably, according to the amounts due respectively for principal 3.nd interest, to the persons entitled thereto withou, any discrimination or privi- lege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provi=ions of this Article than, subject to the provisions of paragraph (b) of this Se.tion in the event that the principal of all Bonds shall 13ter become due or be declared due and payable, the moneys shall b'' app.la. in ltCCOrddnCe ltn ° pro'✓131.ns of r aragraph (a) of this Section. Whenever 1,on97s are to be applled pursuant LJ the provisions of this 2-ection, such moneys 3hall be applied at such tim.s, and from time to time, as the Tr-U3tee shall 64 jetermine, tlaVirrj .jl]e -jard to tae am0'ln. o s',ch moneys a,: a,Ia, 1a for application and the li eli:~;od of additional moneys becoming a%:aiiab1.a for _"'ch apPlication '--n the _utLlr°. ;v'l';°11eVer the rt-1.5tee sha'l anply .a Lich 'Linda, it saali fix C.^.3 '-at°a (whicii be ari ln=`-':est, pa'ymen: Cate ut:less 3ha1_ deem inotller date More -emu.:able) upon w ich such application is to b made and upon date int°_r est on the amounts of p:'inclpal to 1'e pai'j ~r; s'lch iate shall -i i': : e a_ it '.T.1dy cease to acCr..e. Tae . r-113tee Sha" ';j? m appr,-pi:ia`_°_ of the deposit witch jt t ar=y stlc r..sievs and of the fixing of any st,ch date, and 3r.a;; not be re-tir- ed to make payment to the ;colder of any natured coupon or Bond until such coupon or such Bond and all unmatured coupons, if any, appertaining to stch Boca a:,all be present- ed to the Trustee for appropriate "Fors°-••ent or for cancellation if paid in full. Whenever all Bonds and interest ".ereon n2''° been paid under the provisions of 'this Sect.iorl :r06 and a'_ lass, expenses and char,3s of the Trustee na'/i b°°n paid, any ralance remaining in the two accounts irl the Bond Fund shall be paid to the Company as provided in Section 509 hereof. Section 1007. RIGHTS AND ItEIdcDIES VESTED IN TRUSTEE. All rights and rem-dies of action (including the right to file proof of claims) under this Injenture or under any of the Bonds or coupons may be enforced 'vy the Trustee without the pos3ession of any of the Bonds or coupons or the productiDn thereof in any trial or other proceeding relating thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trssr.Pe without the necessity of joining as plaintiffs or defendants sny holders of the Bonds or coupons, and any recovery of j'udgrnent shall be for the equal benefit of the holders of th Bonds and coupons. Section 1008. RIG, TS AND REIr,ED?Eg Uc BONDHOLDERS. No holdsr of any Bond or coupon shall have any right to institute any suit, action or proceeding in equity or at law f-jr the enforcement of this Indenture, for the 9xecution of any trust thereof or for the appointment of a receiver or to enforce any other right or remedy h'-rounder, unless a default has occurred of which the Trustee has ''een ratified as provided in subsection (g) of Section 1101 hereof, or of which by said subsection it is deemed to hava notice nor unless also such default shall have become an anent of default and the holders of twenty-five Per centurn (25;,) in principal amount of Bonds shall have made wri ttgn req'~est to the Trustee and shall have offered reaaor.ab: oppcrtunlty either to proceed to exercise the P,wers 11e='einbefJre granted or to institute such action, suit or proceeding in its own name, nor finless also such bondjlold°rs offered to the Trustee indemnity as provided in Sec ~n 1i01 hereof, nor vriless also the ^rustee shall thereafter fa y ~r refuse b: tO e}{•!1'1i3e the pow,ars her9lnbefeLre g_allted, Or t0 r1Sti~Llt3 Sl:Ctl a•: titan, sU_t 3r orocee.9ing In his of *llal~ o"qn name or names. Such notlfi,-ation, requ•~:,t and o; or of indeanlty are her'a7Jy deCiared in ?'Iery Ce:: at th.3 iDt':I' Oi the :i Lis zee to be cond1 t1)n- pre'~e•de nt rl 7:ha .~v zhi~ and r_..3 3 of Inflenture, and to aIT!`a.'lOn Or of actlc'.1 for the enforcement of -Ills :ndel:~Ur?, or ~or the apcointmen- of a crepe' or fJr e. 3"17 othe,. "ig:lt or remad;' hereu:.de~•; b _ng understocd and :nztenw,d +•^1- no 'Jn°_ O:• more hol':.dr5 Of 5onds or C3:131': ~7d79vc4ny right in any manner Jhatsoever to a:fact, d:szura or prejudice the lien of this indenture by his or th°ir action to enforce any right or remedy hereundir except in the manner herein provided, and that all proce_Ciings a' law or in equity shall be instituted, had and maintained is the manner herein provided and for the equal b?rl°fit of me 1-101.11ers Jf all. coeds. Nothing in this In'.entur? Conta,ned silali however, affect or 1-mpalr the ri(lht Gf any bondholder to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Authority to pay the principal and int.erast on each of the Bonds issued hereunder to the respective holders thereof at the time, place, from the S')Urce and in the manner expressed in the Bonds and the coupons. Section 1009. TERMINATION OF PROCEED.NOS. In case the Trustee or the Bondholders Shall have proceeded to enforce any right or remedy under this Indenture by the apuointment of a receiver, by entry or otherwise, arid such proceedings shall have been disc:)ntinued or aLtndoried for any reason, or shall have been decennined adversely, then and in ever y such case the Authority and the Trustee shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Trustee shall continue as if no Such proceedings had been taken. Section 1010. WAIVERS OF EVENTS OF DEFAULT. Th" (a) may in its diScretion waive any event of default ::ereunder and its consequences and rsscind, any declaration D' maturi'.;; of pri:lcipa'_ and its consequences, ' f such e•Jent of defaul* has been cured and there is no longer conlinuir.g any default hereunder, and (b) shall waive any event of de fa,,. it hereunder and its consequences and re3c1rld any declarat:.)n of maturity of principal, upon the 'q riaen re-;Best of the i:ol:ers 0' sir.ty-six and two-thirds tier,:ent 6'2 In principal araOunr of 3' l1dS; p_OVlded, ho,rever, '1` r17•3re -hall n'Jt be waived (1) ar._i e,Ja _nt of default pe ale nx the 7f the pril:c c," F any • c l..a_ and at s r;a-turity1 date cr red m tlon P dare pr_0r to r.,3;u1'it7 or rl'.e rc r. td :..n -..e `p3•J.~erl: Wile-. dl!@ Of ';Ile an-Y -sue on 1r,7 3ond, iziless prior _o such vai•;er or r^=: -~:On, all. l..-ears of p: i lc.pa: (due o-_herwise -clan by :)r1) a:ld 'wltll ere~it (to -I i,3 66 0n tted D1aw 3t the rate o_ 1D% per )llnum 0r. overdue :n,9C311m"nt5 of D1'' 1'C' Da' . and :nze1'e3-_ an ,l 'i all arrears of D:;T.ents of orinc-ti3i w.en due, as t -e --a3,! may be, and all _i:D?r.s?S -he T1_ sach event of ?:_i_ ha-:e -ee- paid or f-)r, an-, in case an sU.h b191'.er Gr r°_5= 317n, Or In :d.i'? anj proceed:ag -3r:e:1 .0y =h6 il''.lstee on account o.: any such '''✓ent of default 3;i3'L1 7a':e 1)?tn d sCOI7tlriueci or ak)da'iOI:''rl or d.ter:n_ned 3.:1':9LP.-?lf, then an': In every 3u•::h :as9 Authority, the TrUit3z 3n'1 the :i0C1dI101de1'a hall De ...`c-ed to t:7elr ~J1'm°_1 pGbl __0:13 and rLghts 'nereut7der re sp tctly but no su.h walvJr )r rescission shall extend t0 1117 subsequent or other even' o£ default, or impair any right consequent Section 1011. NOTICE OF DE=ACLIP; 0Pr^CRTUrJITY OF T4E AUTHOR-'T'17 AND C0MP.% IY TO CURE DEFAULTS. No default specified in Section DOI(-:) hereof shhaII constitute an e`.211t of default 17ereu.nder until notice of Such default by registered or certified ;nail s.7a11 be given by the Trustee to the Authority and the Company, and the A-.ithority shall have had thirty (30) days after receipt Of such notice to correct said dr.fault or cause said default to be corrected within the applicable period; provided, further, that if a default specified in Section 1001(c) be such that it can be corrected but not within the period specified herein, it shall not constitute the basis of an event of default hereunder (i) if corrective action capable of remedying such default is instituted by the Authority within the applicable period and diligently pursued until the dafa-llt is correct- ed, and (li) if the Authority shall witnin the applicable period furnish to the Trustee a certificate executed as provided in Section 1101(e) hereof certifying that said default is such that it can be corrected but not within the applicable period and that corrective action capable of remedying such default has been instituted and is being diligently pursued and will be diligently pursued until -he default is corrected. the Authority shall notify the 1ruste, by certificate executed as above when 3'1:h default has been corrected. The Trustee shall be entitled to :e1y upon any such certificate given pursuant to this Section. With .,egard to any default_ conce+;ning which notice is given to the Company or the Authority under the provi- sions of this Section 1011, the Authority hereby grants ':o the Company full authority to perform any obligation the performance o£ which by the Authority is alleged in said notice to be in default, su .h performance by t:,e Company to be in the nave and Stead of t'r.e Authority with full power to d,) any and ail things and acts to the same extent that the Authority could do and perform any such things and acts and with power of substitution. I 6 7 ATI,_f E yr • . 11 T"E :R, ST-zE T, fnn - .:..v.~G OF "'STS . ~h T J 1 L L L:. J L.~ _s ia,po e+9 0 r.d~ntu ar.d agre?:. to oerfo s` u? n Lt :ry =.._s OL'd1i131'Ii}' pt'Udent L`_'u31_aa U:ld?L~ °aLdY^`L'13ts aS do only up:in and subject t:h, t U;'9t's mOL'- Jdr3° nd, tins. -owir; xpress :er;aa a and a- (a) The T rss ee may eti=c ate any of the true- powers hereof and perform any + of it ~ _s through attorneys- Jmployby or ag-n = s, receiv=rs or e employees but shall be answerable for the conduit acr,orc?ance with the tn'e of the same in ne ~ntit_+ standard specified above, and shall •ed to ad✓i:e of counsel concerning all rat_t~rs of trusts hereof and the du ties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agenrs and receivers as may reasonably be employed in connection with the trusts hereof. The Trustee ma; act coon the opinion or advice of any attorney (who may be the attorne-( or attorneys for the Authority or the Company), satisfactory to the Trustee in the exercise of reasonable c-~ not be a , ~-e• ii~e Trustee shall responsible for any los3 or damage resulting from any action or non-action in good faith in re! lance upon such opinion or advice. (b) Except cs is specifically Sections 505 and 111: hereof with respec r.ro,fded in of continuation statements, the Tr,.:-,,tae to the filing responsible for any recital herein, or in the Bonds (except in respect to the authentication certificate of the Ti'Lstee endorsed on the Bonds), or for the rec,;rd- ing or re-recor,9ing, filing or re-filing of the lnaen- ture, or Agreement, or for insuring the Trust Estate or any part of the Project or collecting any insuran_e moneys, or for the validity of the execution by the Authority of this Indenture or of any supplements hereto or instruments of further assurance or f-.r :he sufficie.7y of the security for the Bonds, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any y covenant; agreements or conditions on the part of the or on the part ^f t - hn _ Authority he Company under the ~ eo A., except is hereinafter set Agr r fOL't.^.; hut th_ TCLStee may require of the Authority the Company full infor-=- tion and advice as to the performance of the covenants, agreements and conditiors aforesaid and as to -he condition of the T: Est Est, 68 -{z) The Trustee shall not be a',:ountable except to ea:;tent ilereirl su'~clfJ-~allY provided for the Usa of the proceeds of an`! Of the BC'hd5. Tile Trustee may be-_=e tae 01" lAr OL :~JIld3 and c oU.iOnS appertaining thereto th same rights h ',101114 tld'v'°_ if "ere n':t --ast>>. f _.'.lstee shaL: bs prote--,r1 1n acting upon any ncti~e re:Iuest, oonsant, _,?r': ficate, or -3 3f'i'la-11` -et-_ . or d i, :=1-iJr3P1 0711- 1- C:lper yr d0'Um"nt believed to be genuine 3Ild co'-reCt _o ha%reJ been signed or sent by the proper Person 'ii- Persons. I action taken by the Trustee, pursuant to this Indenture upon the request, authority or consent of any Person WI tlo at the time of making such reques~ or giving such authority or r_onsent is the owner of any Bond, shall be conclu'si've and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As Co the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Authority by the President or Vice President of the Authority and attested by the Secretary of the Author- ity as sufficient evidence of the facts therein con- tained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which by said subsection it is deemed to have notice, shall be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedl=n,*_, but may at its discretion secure such further evidence deemed necessary or advi.iable, but shall in no case be bound to secure the same. Tile Trustee may accept a certificate cf the Secretary of the Authority under its seal to the effect that a resolution in the form therein slat fortis has beer, adopted by the Authority as conclusive evidence that such resolution has been duly ad:;ptad, and is in full force and effect. (f) The right of the Trustee to do things enumer- ated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or 4illful misconduct. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the Authority to cause to be made any of the payments to the Trustee required to be made by Article V hereof unless the Trustee shall be 69 in 'mar. -'-ng of such :'.fault by -he .11"ll~riCy or 1-)y -he hO 1erS Jf at least -M?nty-_`!J° Per CdntLlm °p) 1n pr1.1 1pa1 amount of t.1^ Bonds. Ali not.:eS or J:he1 instruments ny .:113 .ndenture t0 D3 d'?1".'er°_3 -o :-e Tr'lstee ust, In irder tJ be ~~~af '_i•~•~, ~E~~•:7c: o~ at:.° '•J"i:1C 1'J 3~ "J:Li~.° Oi the :'I':st?e 'an(4, 1.: :he absence Oi auch nOt1:9 so ae':.; ered C;Y3 :rU3'_a? ma'J OnCI'131'i•:1'J 3~3lime -."1Li', .3 n0 '1-~a'11t e r,~aUt as a:'-)resaid. -.t reasonable "-..es the authorized agents, a-torneys, el.gineers' accountants and representatives who are r,aasonably acceptable to the Company shall have the right to in_pect the PrJje'-t :.3 well as a'_J. ^^nYs, papers and I'•?CGrdS Ji t'-.3 ~.UtrhOrlty perta-'nIng t0 and :Ile Bo:,ds, and to take suCn memoranda from and in r` ,gard thereto 35 may qe (i) The Trustee shall not be required to g'_'J_ any bond or surety in respect of the said trusts and powers or otherwise in respect of the premises. (j) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of Such action by the establishing T'the -ustee d right desir- able for the purpose of Authority to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (k) Before ta'r.ing any action hereunder the Trus`.ee may require *_ha' a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be out and to protect it against all liability, ~xcept liability which is adjudicated to have resulted from the negligence or willful misconduct of the Trustee by rea3ca of any action so taken. (1) All moneys received by the Trustee or any paying agent for the Bonds shall, until 'ised or applied or invested as n. rein pro•iided, be held in tr'ist for the purposes for which they were received 'out need ::rat be segregated from other funds except to she ex-ent required herein or '.,y law. Neither tl e Tr,13te . nor any such paying agent shall be under any liability for -70 into;'"; _ Jn -in'y' moneyi re.°-Ived here'U."1er except such as may >a_Jr-e,S '1pon. xtlon 1.G2. 1 HAPGES OF T .';'aT Ti:? `Trt137ae Baal_ entltl-',l to pay^..en: or rei,.,lb1. snm.'nt i0; rr'_.930n3J_e i3 .t r d3 IoC' a l; . 7 s in ary er•r 1 Ce er°_!7 .nd-'r and a.. acl'vances, Colln:ii_es and other riary Ez%enst_, re a So r.aby and neces3at'11mad_ or In- zonr._ction d. til such Crdina r :urred by Tr ;stee i l ?erVlces and, if 1 S110U1d JeCOm°_ ;SeC°_SSd;'y .:hat :l:° T.lstee perform Extraordinary S-r'vl,,~es, 1t sha11 be er.tlt ec to :easonable extra compensatiDn therefor, and to reimbursement for reasonable and necessary Extraordinary Expenses in connection therewith; provided, that if 3urh Extraordinary Services or Extraordinary Expenses are occasioned by its negligence or willful misccnc'act, it shall not be entitled .o compensation o: reimbursement therefor. The Tr'lstee :;ha .l be entitled to payment and reirrb-lrsement for the reasonable °_e5 and charges of th- TrU3t?•? as Bond Registrar and as paying agent for the Bonds and coupons as hereinabove provided. Upon the occurrence of an event of default, but only upon such occurrence, the Trustee shall have a first 1,.en on the Trust Estate with right of payment prior to payment of the principal of and interest on any Bond for the foregoing advances, fees, costs and expenses incurred. j Section 1103. NOTICE TO BONDHOLDERS IF DEFAULT OCCURS. If a default occurs of which t2;e Trustee is by subsection (g) of Section 1101 hereof required to take notice or if notice of a default by gi•ren as in said subsection (g) provided, then ta,b Trustee shall gi'✓~ written notice thereof by first class mail to the last known holders of all Bonds then outstanding shown by the list of bond- hc~lders required to be maintained by the terms of Section 506 hereof and to the registered owners of Bonds, and, as to defaults described in Section 1001(c) hereof, to the fore- going and to the authority, Section 1104. I?iTER'JENTIUfI d': TRUSTEE. :n any judicial proceeding to whicl, the Authority is a party which, in the opinion :~f the Trustee and its Counsel, has a sub- stantial bearing on the interest of the bondholders, the Trustee m^:y intervene on behalf of the bondnolders and shall do so if requested in writing by the holders of at least twenty-five per centum (25°;) in principal amount of the Bonds. Section 1105. 3UCCE2 CR TRUSTEE. Any corporation 7r association into which the Trustee m3y be sonvarted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business any'. assets as a whole, .pso facto, shall be and become successor T:'.istee hereunder and '✓est3d with all of the title to the Trust Estate and all;the trusts, powers, discretions, immunities, 71 Dr1'J1L!a'j?3 3I1C: a'_. '3r mltter3 IS r1.33 13 preae77333OL', • 11:11011': filing Of aw/ or ally ftlL'th9L- aCt, ~~?3d of ]~11Ve;/anC3 Ofl t)1'3 '-)L ally part1•'s re t'i, 311`'t:1:!1'J nC'L''•:i1 ':0 t 1'. !t1tL'3 IIOt'n': a C In ''i : I 1 l.J . Se':ti :n . iC6. '.ES 1ri1:ATIG.1 3'. Tli!: 7'1.~ ',STE Th? TL".13'-=e AI1d Any 5u-.-a..:3 :r Tr1.lit.e0 !I; a'( a'l lay t I m 0 :e3: jn from th3 tru3ts hsL'':uy r:rQa:?3 Jy 'Jlv:nj ':)limy ~30) tsy3* ,,,,vI t 1: ell !10'_- ..O tll'. ;vltil0':1. y and r.he Comp i!ly alld by first c'La.is n:t: i Lo each L'^_ J19t'L'9 i own-)L- Of Bowl.i and Co 3a' h ilol lei' of Bon,i.s as shown 1'y th•, 113t of bondli.,lder3 required t0 :J9 maintained by S•?Ct1Cn 5U6 hereof, and :?u,"'1 r3slgnatioii Shall take effect at th? •:•,,d of su':h thirty (3U) day period, or upon th_ earllOL' appointment of a 311C:q:;`i4r TrL.S-ee by thy' bondholder:3 Or 1)7 til': Authority. .311;11 notice to t:1e r',l1'..110r1ty may be SP_L"r?d 1)?L'SOnc!11y Or 5311: by C:er rer'>': oL' -Grtified mall. Section 1107. RL'I,JCr:.L of T1i TF.USTF Tile Truste(. ;nay be remove"" at any time, by an ln.itruman: or .oncurrEnt Ln3trum.ents in writing delivered to the .ru3te~- ann. to t)le Authority, an'i Signed by :11e )loldeLS of a major- ity in principal am'.unt of the Bondi. Sec ti :)n 11..8. APPOI?iTNENT OF SUCCESSOR TRU3TEZ. B T'JF BO,IDHI)LDE-?.3; TE(4F0F:.R7 TRUSTEE'. It* ti13 Tru.:te•. i.e1'e- under Shall resign, be removed, be dissolved, ha in cour.ie of rli31olution or liquid,{tion oL' 3haII otherwi3e become incapable of acting hereun<l3r or in case it shall b3 taken under tale control of any publi' offi --er, officers or receiver appointed by a court, a successor may be appointed by the holdere of a majority in principal amount of the Bonds, by an i.nstrumant or concurrent instr+lment3 in writing aigned by such holders, or by their attorneys in f2ct, du.y ai.thoriZed; provided, nevertheless, that in :ase of s'1.'h vacancy the Authority by an instrument si,4ned 'cy the r:ent of the Authority and Atte3ted by the Se.retary of the A'lthority under its 3ea1, may appoint a ta;nporary Trustee to fi11 Sl1 17 f1 l3CdnCy until d 3UC:eu30C 11'13`.3°. 3i 11L1_ :e ap- ed ~4 111 pointed by the bondhold'.r3 In the manner 3bo'.'e pro'iiJ any such temporary Tr'_13tee shall immediately And Wit:'.Ollt further act be supersP'1e9 by the Trustee ao appointei by such bondholders. Ev9r7 such Trustee appointed pur3uan4; to the proviai0113 of chic Section shall be a trust company or bank (r.aving trust powers' in good stdndinej, within or oUtslde the Stdtn of r~eorgla, having in unimpaired 'fai :`_31 and s1.1rpIas 0f 17ot 1033 `_ha11 ten rI,. 12.~n liilIr.3 (710, Coo, 000) 1f t11erc• Log :i'uch an 1113t...'lti~n d:.._I:g , qualified and able t0 acc3pt the *_ru3t upon -eaaonab:e or customary ter;rs. ection 11C9. CONCERNING ANY SUC :ESSOB ~v?ry SI.IC'7es3o Tr'.Isi'.a!! Ro Oint'?'-i her'?unriQr shall •?'l.9C11~?,, 72 1;-j ~at .re to ,O :'°C19" Ss7L iI'i'j 1130 CO tae dC};lh'.',Jled-e 3I7 .n,.; 1C'lent In g r .3UC}1 appoint- ~,LICIY:Ji"',' nL 113~3L1n~e'r, d[1:~ t"lel'AUpOn '+11t.'10llt 3n7 .ra 'r slldl_ :J'.'r:'Jfl'n CL11 _7 fUl'Ctil'3L' 3',`, '!A9(1 OC COI1. 7l: . r}7 a.l l': 1:3 5, ;J13 ,3t:S 'di L•..-iq'.:3..3)'" I;ut ',loll dL.tl'3' 3?lam 1 J37_10rls JC 1 .3 3.1 i 1 I1 v'; _333, pl, 'r1C.it"3n re'7ues': Of pI'3ti e': 'd 330 .3 L •r.~I. L.'hd A'1C110rlt7, OL' OC lt3 'iu:C`~a:;0'.'r 3;?,~r•Ir.~ and d an ,in.itrL11T,'3Ilt ti'3I13C°r''inif CO 3L1~a , 11'~C9'i~'~: :I'11St9d 3_ `-ae estates prop?''ti'9J, rl'=J.tt-3, G'J'r!r_'r3 3:1: t:.'.' 13t3 O~ 3u~it prerj?C0'.i:iOl' 1191• glad°L'; an(I ^-VeL'y pi'ejeC,y35•il' T1.'1.1Ste3 Shall CieI1"'eL' dll s'3';L1L'1C193 and m0I1373 l: a.3 T.,.Stee hereunder t0 its SL1CC9s30r, Should a!h7 1115trument In 'nrltlnq fron the Author lt'y b3 required by my 3UCCe330r T: U3tef. ii OL'd9r to mOr9 CU1l'y and C3rt311117 Ve. 5t in 311th 3Ll''CdS30r ttl'' .?graray prOP.±rt13'3, rl'Jlt:i, p'.)'rJ'?rs 3nd CrLi3ts hereby vested or int'3.`.ded to be vest-.:d In :h,3 jar-2dece33or r r 1-1 . illy and all 3L1'-h i113tL'1.1m9I1C3 :n +!1":-- a 3111 ,A L , O r 3 ' e ef:lr,:ilt'.?d, 3':}{:lO'J1'.d!J"j cZnd deilveL'ed by tfh'? i1'.l:hOrl -'y Section 1110. 'r:ICHT OF TRUSTEE TO ?AY T,~.:?E3 AJD OTHER CHARGES. If any tar., assessment oI' governmental. Or ot',heL• charges upon any part Of -'W..) TL'lst Estate or the Project i9 Slot paid 13 r_quired herein, tile_ Trustee Ma'f pay such tar., assessment or charge, wil thout pre)lAice, ho'ae'ier, to any right3 of the Trustee or the bondholders hereulider ni 3n'y amount at dri'3IIV; in CORS9qUet1C9 of 3UC}1 .ailmure; a ally time 30 paid under '-his SeCtiotl, '.ri`h interest ".'ereon from the date of th3 Paynent at the rat9 Of ten per centum ( 10°,a~ per alhnum, shall ll°CORe 30 m11.11 ad'3itir'na1 indentednes3 3eCUr°-d by this Indenture, and the same shall be given a preference in Paymen,- over the principal of and interest on the Bonds and shall 1:,e paid o'jt of the revenues and receipts from the Trust Estate, if :IC ot1lGt'Wi3e :aused to be paid; but the Trustee 3hall riot be under obliga:ion to maKe any 3uCn p~.yment unle3s it shall h3':e bell re~tlr?3t°~ to do 30 Dy the. IlOid9L'3 Of it 193cr :'r °.I1"/--179 Per Cerl:um (2Sin principal amount of the Son6s a!',d :.:tall have oe3n pro "idea with .3ufficlent ;TOneys for r12 PUL'po3e of 7TIA lnra 3uch payment. Section lilt. TRU3TEE PROTECTED IN ?EL'iI:lG UPON RESOLUTIONS, ETC. 'r}tt, r35olution3, opinions, Certi-it-ate3 and other inst:um9nts provided for in this Indenture -ay be aCC30tad '07 the Trustee a3 7onc1L13i'le jvidense Of the facts and conclusions 3Cat3d therein and 3ha11 be full warrant, prote 'e Trusree f~I' the reLea3e Of ction and authority of tI.- PrOPerty and :he Withdrawal of m,na73 hereunder. n , -F.E ' aectiOri 1117.. SUCCESSOR TF.J3-. AS ~ OF FUNDS , PAY:11G AGENT A10 BCND REG I STRA7 • In the event. of a -orlece33or Trustee change in the offi:;e of Trustee ,tit_ p to •Ge the 'shish has resigned or has been remove'..j 91tall --ease holier of the Bond Fund and o` the Con3`ruc =ion cumi, P37lrlq 73 t1 :}t9:93*. the cJnds 31,13 1q!n', •..a •!-l•r3 ~.li~. i~J')1 TAU:-r?'_ ',~il~l DdC`Jm-.' 3L:CR ]1:':I ~01k1 'J:ti.L'3r. T, 17 ~.Li ..JT i) a 1 )n 1: 'f ~ ~ ~ 1r fur lsdl-t on slla' I i1) !,9 ° OL .3x Zak r':.ll1 lriy 3 r !a'J fl'J~ 3 ij L• : '.i -=i1J L':i::: n; .~::fi :1 r 91133.` ut;.4.111°3S 3., :l"1'3t3? lIl 3'-1Cn 9350:1at1'J1}S i Q[1. LL ! L'?COrf111r.`-~j Cadt litl'4at10n )UL'_S 11 r C33v 0f C1,e- ullClnr :h13 illd 111 pd L' 1 -,,I 1 la 1: L 11 en[.or' ,,3[11C11t Of t11L3 1nr.('3I,,Cu e Upon t119 n - Of an event of da -f13.11., I, may U 1, 11eceS 3ar7 111t the Trustee appoint an adciiT:10na1 1ndl'J1'iual of in.;+:lturion a3 a 391:a3L°• Tr"J3r39 rjr ,^O-Trll:i:?':. Tk19 ir)Li'/Ll:I1'f Or~'J1510I13 of tkl' 3 jG'Cr1GIl 1113 3L7^. Adapted !.J 11'3'.3 e ?[:d I:1 tkl: e'i911t Oi tkl': :11Cap3t'f LdC}: 4f a'1tll lt;/ JL r`1C TL''.:3tAn p'~ r@~50I1 '1L 1117 pl°;rllt OL' i'-S UL'e ld'r! t!,,I rights, powers Jf a117 )11L'13d1Ct:011, rO illy OL and tr'.13t3 herein (jrint3d to the TL' 19tee OL• t') hold title to th'3 Tr).l'3': E3 `ate 0C' to rake 'i ny o{:het' dC`lOn which :Ray b9 r t11r.•r':'Ji h, n0C'53ar'f ot'V liesiL'dble in -,)imectlon each and c%`r7 ramedy, UOWer, r,.rjht, claim, demaIl'i, 0"fu3e of lft.fTl'lnity, 93ratC title int9re5t and 91, eXpr939er1 or hr.etclaed 111ten'j9d bf rn,i3 I11'lenrur9 to be r,y or ve3ted in L ':.`'h raspect {:dl9reto 3hal l be t!'.e L'U OC COR'J°.yed t0 3. P n er.3rci3abl_ o by and 'lest in 3uch separate rU3t99 OL' Co- TrU313e but otlly ro the extent neCe3slV7 rO e n ab l e the 3eparat9 Tru3tee Or :o-TrU3`-ee to exerC:3" sU:h rights, powers a:ld trusts, and F.jverf -ovenant and obligation nece33- bf such separate TrU3t89 Or 3dr7 *.o tk19 9:cerclse thereof Co-Trustee shall run and be enforceable by either Of them. Should any deed, .on'Jeyanr:9 )r 1113t rurien t in 'ar l t ing from the AU 4-n.o r : jy i;e re' ':ir• d b', *.k•,9 separate ~•r,~3ra9 rl-ustee r)r Co••TL"1stee 3o apgr :nr-ed by _11o . in of-9er Co mOre full,., and CeL't3:nl.'( •'''-3 : In an,.' C':nf, --ri to him 3 it 3L1C~1 pr0PS rt193, t:fight , POW 3, trL13t3, ti-3 3 and obll3a- any and all sv-;h deed3, corn a7ance and 4 l1.str1-Jment3 .i~n3, :;hall on request, 'op ex9Cuterl, acknowl3d'3ed and delivered b7 tf•,g Au horlty. In case ant 5°pol'dt°• TY:'.3t:^ or CG-TL""1;3tee 3k'.all die, incapa:ale -,f ,:'r d 3UGC9330r t0 eitTler, 'o o:;t,9t33 aCtir,r3, resi,jn ,r` be rerio ed, all tn_ r. . r:, pL'O0p£°L't',133, a .Ii 4-s du t1 03 anrj -C as rI'3k1t3, POW„t'3, ~,,It)arate Tru.3tee ')r C.0-TrUSr°i?, s0 far as oermlt`ed by -d'r+, vo r~ :'n eal l. V9'3t in al1C1 be 1)9 7 t1 le `13tee Llntll 1,r 3L ]t9 s appointment of a ne,, LrL:St^- o* 3U': N85'~C U :+UCI: S-d 7 r U 3 t e 0 or Co-TVU-3 r0e. z rrtlTlllUP.TION 'TATE:1E: TS, From time -o ;action 11 ti11e, there 3i1a1 b9 fii.3d Or :ause 'b(-, £il°.G i)y tkle 74 Trustee (,,untinuat iun state r::cnts for the purpose of continuinq without lapse the c ifs ctrv.i.l ss of (i) those Financing .;tatements which shall hivt. heen filed at CL prior to the i:a >u,rnce of the bonds in connection with *:he security °uc t)re Bends pursuant r.1ie Authoril.y of the Uniforn CominerclaI Code of the Statu ()t Te:{.1 i1, and IL1) any prf:vlously filed continuation statements which shall have beezr tiled as herein required. Tht: Authority shall oign ind deliver to the Tru::tee or its desiyneo and the Trustee shall file or c,iuse to be filed such continu.t+ion statements as provided herein .ind shall notify the Authority of the filing thereof. ARTICLE XI1. MEETING OF BONDHOLDERS Section 1201. PURPOSES FOR WII.Ch BGNDHOLDERS' ;MEETINGS MAY BE CALLED. A metiting of bondholders may be called at any time and from time to t)me pursuant to this -Article for any of the toilowing purposes: (1) to give any notice to the Authority, the Company or the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default under this Indenture and its consequences, or to take any other action authorizes; to bt taken by bondholders pursuant to Suction 1003 hereof; (2) to remove the Trustee pursuant to Section 1107 hereof, and to appoint a successor Lrustee pursuant to Soc*_ior: 1108 „ereof; (3) to consent to tht: ~:xecution of a 3uppl,smt~ntal indenture pu-suant to Section: 1302 her'lof, or t0 consent to the execution of an amendment, char.ga or modLtication of the Agreement or Notes pursuant to Suction 1402 hereof; or (4) to take any other action authorized to be taken by or on Lehalf of the holders of any specified aggregate principal amount of the Bonds under any other provision of this Indenture or under applicable law. 'Section 1202. PLACE: OF MEETINGS Oi WIDHOLDEPS. Meetings of bondholders rr.ay be hFnld at such place or places as the 'T'rustee or, in case of its failure to act, the bondholders calling the meeting shall from time to time determine. Section 1203. CALL AND NUTICE OF BONDHOLUEks' MEETINGS. (a) The Trustee may at any time call a meeting 75 ,)f bondhrjirler, to be held at such titre arlri at uch place is the Trustee ihall determine. i,c.tice ur .:very mef?tln9 Gr hon(ll:olders, :,rating forth the clue«: an(l 1.he place of auch rr.eeting end ill general terms, the icti )ri proposed to bra taken it meeting, shall !J- pu`,1151.r•rl at least tiir':,i times in a newspaper or tlilanclal 3r),arnal o- general circulat:iun among dealers in munit:ipal iucu rities in The City of New York, New York, thr: first pullication to be not less than 20 nur more than 190 clays pr>_ui 1:o the date fixed for such met:tiny, If all of this outstan(iiny bonds are at that tint registered ate to principal (ex:rapt t•) bearer) or as to both principal and interest, nuticu by first class mail to such bondholders shall be sufficient, and published notice need not be given. At the time of the first publication of such notice, the Trustee shall alsu mail, postage prepaid, a copy of such notice to the registerr~d owner of r,«ch bond regis- tered as to principal or as to principal and interest, at the address shown on the registration r~~oks, find to the holder of any bearer coupon Bond who shall have made a written request to the Trustee that his name be placed on the list of bondholders maintain'ud by they Trustee pursuant to Section 506 hereof. Any failure of the Trustee to mail such notice, or any defect therein shall not, however, in any way impair or affect the validity of any such meeting. (b) In case at any rime the holders of at leant 109 in aggregate principal amount of the Uonds outstanding shall have requested the Trustee to call a meeting of the bondholde :s by written request sestt>ng forth in reasonable detail the action proposed to be taker at the meeting, and the Trustee shall not '.lave made the first giving of the notice of such meeting dithin 20 days after receipt o: such request, then such bordholders may determine the time and the place for such meeting and may call such meeting to take any action. authorized in Section 1201 hr.reof by diving notice thereof as provided in subsection (a) Qf th.i;i Section 1203. Section 1204. PEP.SUNS ENTITLED TO VOTE AT br~ND- HOLDERS' MEETINGS. To be entitled to vote at any meeting of bondholders, a Person shall be a holder of one or more Bunds outstanding, or a Person appointed by an instrurent in writing as proxy for a bondholder by such bondholder. The onl; Persons who shall be erititlud to be present or to speak at dny meeting of bondholders shall be the Fer3onS entitled to vote a` such meetiny and th<::r c'ou:ael and any repr,;sent- atives of the Trustee and it:i Counsel and any representa- tives of the Company and its Counsel and any rs:presentatives of the Authority and its Counsel. Section 1205. DMERMINATION OF VGTING RIGHTS; CGNDUC'C AND ADJOURNMENT OL' MEETINGS. 7F. a) `fOtwltk:. _erid lnj )I: o-hrA, nrr. stns Df (I;'33nt1.1re, tl:9 Sit~r) ,113" ,Ta}:? .ill :•o a t 3 Or: 1}i 1~ L'? u La :'..)ns :is it Inay de•:m ad'::.,I1?l9 p ^ :''.'Jars"~ t0 L'oo= o: th,i • :i0ndr10'LP_L-g 1 I~. , j or. 1 the acpolnt- m9at C) pL"'Je.5 and 1f: :.rl3r~ 'J -rl'- 3: itl.?'?fit 3r ;d du UL 1 I:,p ='.~l:i _ •3, t!1': d~INllll.i3:'~il 3I:'.! 9}:atnlll ' P C iX1 -1C.1 .1 %~tllr. )!,the L'1 Jl:t t0 '/')t3 311j 911.(i Ot", _ fillet-a .:11..8:. 11:19 t!1'. _.nau:;t Cf tna mr:A4 _:nv a.3 311.311 •I,'•:fn a1 L'la' • wr't ? La? 3.3 O :I:?L".J13d :i•:':Iril :i 3 oI' °qulr_rl I) an J!i L ' BOtld3 a1,.11 f any l1 9y',1 ] :1771.i, ,!1'B llOldi!1CJ ,1 be pL'O'✓o'l 111 ~::•3:If19d 111 JectlOn 1JJ1 11.3r'3Of and tho appo:ntmo3nt of ally n:,,'••', .shall be proved i!' the malln13r specified in ,7;< :ion 1501 l1ArAof or bi having tht3 signatLlre 3- he ptDi:soli X;CL1t1rYJ t}: pr^xy witll'assdl or 711aranteed by any bank, banker or trust :omp ny aut11 orizAd by 3ectlon 1501 lIAL'AOf to ?r'/fy 'O 9 !:')Ij111CJ of 30nd3. Su'_h requIatlcns IT ay pro•,Iris fait 71::1: 1natr'ument3 appointing proxies, L'eJtILR ' Otl th's' , ~ao•~, :e ly bj preslimAd ':111,3 and raAnu,nA without tll'. p:,)of - 1fiAd in 3e':~ion 1501 h•~reuf O: other ploOf. _ (b) The TrU3tee Shall, by an instrument in writing, appoint a temporary ~:halrman of :i:,i meeting, unl.ss the meeting shall have bA,3n called by th'3 bondholders as provided in subaection (b) of Section 12,03 11Areof, in ich case the bondholders calling :he mestlnq, as the case may be, sha11 in like manner appoint a te-;,ovary chairman. A permanent chairman and a pArman'=' 3eI"retary of the rr3etinj shall be 91e::t9d by vote of :he holders )f a majoeity of the Bonds represented at the meeting and entit.lad to -iota, ( c ) At any meeting _Nach bondholier or proxy shall be entitled to one vote for.-each $:,000 principal amount of Bondy outstanding held or represented oy him; provided, however that no vote shall be --aat or ccu%-3d at any meeting in respect of any Bond challenged as not o,.ltstanding anr9 ruled by the ':hailrman or thA m99tinrl t.> 39 not out3tarvling, The Chairman of r-he meeting ai,al'_ ilav r.o rl.Pub to rte n•r.r_•qpt as a 'bondholder or pror.y. (d) At any ;meeting of bon3'r.o'.:ars, tt1 r,1'e3ence of Persona holding or representing SOnd3 in an aggregate principal amount sufficient under the arprOpriaro provii1on of this Inden%ure to take actin upon tn..e ~usine33 for the transaction of which such meeting was :a119d shall consti- t+a*-e a quorum. Any me,3tinq of bond.-,:; r3 duly :.alle,-i p+a:suant to Section 1203 hereof may be 3'~Jo,Jrned from time to time by vo.e of the holders (or prox:AS for t:ie hold9r3) ~L a ma)ori`_ of the Bonds r'_pC •3':i1t33 a. for mAeting and entitled to vote, whether or not a juor'!-' shall be present; and t1143 meeting may be held as 3o ad Iou:r.Ar: without f I - th-±r notice. 77 -C1J11 1'Oo :i'^Ii1G OT~S -"D ?ECORD?`IC =.'~TIO"I 4' ]3J :il? J UJ'Jn dnJ :'35+:i'.i ~n 1D^lltt3C~ =J d11% 1T,aQtla+ 'JL UondhoL'9Cr.3 hal'. be by 'n r:tl:°iI'. :)31L0t3 on wn-,Cn e 1.1b3':.r.'o t11? 3' :Jna7: 1 3 Jf tl'.9 :iondh0LC1e17S Sr GL ill a r L'°pr9L5E'11 :d ::':r'=5 by i 'f anCl the JI :1L1 ll'3: a TO t C1"A1"M111 0L tai .I"J .3 a I 1 4P :',40 L:13peC~ tors ~JL 'i0t93 W110 3i1311 J'I'l -111 '✓o'.e5 cal at ti19 me liq f, -,r or 3 Ia1n3' ally r9301'•i :.'•~Il In W1.10 1:111 L d'l.•' alla f l Le 1lLtil th3 i::retaLy nL 3©ti11cJ th'0 i?rIf1'?d WrI --teIl ✓J*e.> :ast at t113 meeting. reports Ltl duplicate of 311 L' L'd at lda 3 t III '1':p11caC?, or pLr);nn,ling5 of each pri Mgeting of ''bondholders shall be prepared 117 th^ 3ecretar7 OL the mentlny and theme shall be attached to said re^ord the Original cepcrts Of th,3 Ln:3pectoL'S of voL°.. nn any vOCe by ballot -:akin th•.L'eat 33tt1n'J for-h a Cop',! ')f r!Y"3 notLCe of the meer.Lng and 3h'Jwinr `.hat 3a1d ROt1C3 wa'3 pub113h3d or ma:leci as pl'ovi3ed i11 1 bn 1 03 • Ea:opy shall be .31,,ned ant ari'i3d by the af£L'lavit3 0: ~ha oermar.3nt chairman WCA 3e:L'9:aL•y of :1'.e me°.tlng a:'. "I one 3uch Copy 311all be deLi,,ered to the A1lthoL•ity, anot'n t0 the Company and another to the Tru3tee to be pr•3~3r';':"i by the ':l:u3t'3'3, which copy shall have attached thereto ti':C'Ir'3 a'.11 ~ votad be the Meeting. Any record so sicined and shall COncl1l31v3 9vidence of the therain -:aG3d. SeJt1on. 1207. PE"OCATIO;1 BY 30:1%IiOLDERS. At any ti,,e prior to ('put nor after) the evid3ncin~ to the Trustee, in the manner pro'!irlg3 in Section 1206 of the taking of any action by the holders of the percentaga in aggregate principal amount of the Bonds Specified ir. this Indenture in connection with such action, any holder of a Bond the number of which is included in the Solids the holder3 of which have con:aented to such action may, by filing written notice with the Tr+lstea at its principal corporate tru3t offici and upon proof of holding as provided in Section 1501 111reof, revoke such consent so far as concerns 3uch 3ond, Except $3 aforisaLd any su,-h consent liven by the hol'3er of any bond 3'.-,all lie ;;onclu3ive and binding upon 3UC11 r.'JL1df And llpon all L'.itUl:q holders and owners o: such Bond irreap?ctive of ',Blether or not any notation in regard thereto 13 made upon such Bond. Any action taken by the holders of the percent- age in aggregate principal amount of the Bonds specified in thi3 indenture in conne-~ tlon '.with such ac*_ion shall be concl'.lsi•! eLf 'oindini g aeon, the Aurhority, the Company, tha T. 13te and the holder of all 3011: s. 78 I l 1, : 1 I SC??L .'I; I1' iL ilIDlE I YJ_%E3 :c~ on 1.30! IN L:1.+1P_'S NI)T RSQU,R- '::k3 'III ENT +)F ?-NDHOLD5;,5. :he r,ut}lore~Y ;nd t}1s 'Crl:s.ee ^.,:9}1 7l: '.::Otlr Cif? Consent oY l:O~l e r:, 111'f JL t}la hOlld- il':.+::•'C's, lnto in lll':.3:1':'.1:3 oC' 3uppl3tnental to tn:s 1t1'"i'?ntuL'. a.3 .3'na1_ nor b? ~I1:,r:..laCenC 'W'ith the t3r:".a and pL'ovi.3iotls }19re4j, CJr any r'in''. ')L' T,OY°_ 0L the I O ~.ODJ:tYa pt.lL'p03 19 7 ia) to cure any ambiguity or foL'mal defect or otnl331on in th13 lndenture; ( b ) to grant or to confer :p>r. L: Tru3tee for the benafit J£ the bor,Jholders any ads:iivlonal rights, r".:edges, pow=L'3 or au-horitles thar mdy lawfully be gYallt~(i t,) or conferred upon the : ,crvlholders ur the Tru3tee or E,i ther of them; (c) to subject to the lien a:.ri pledge of this Indenture additional rents, 1•evenLes, receipt3, proper- tie3 or collateral; ( d) to modify, amend or supple-,ent thL3 indenture or aI17 llldgntut'e 31.1pDleMental. hereto in such manner as to permit the qualification hereof and thereof under the Tri3t indentur4 Act of 1939, a3 amended, or any similar Fei3eral statue h,~reafter in effrs,.-, or to permit the qualification of the bonds for sale under the securities laws of any of ::he Statp3 of the United States of America, and, if they so 3etermine, to add to this indenture or any indenture s'.;pplemental herato such other terms, conditions and pr~.;ision3 as may .Oe permitted by said Trust indenture .t of 1939 or 3:mi1-L' F•?dera1. 3`atut-! ; (e) to r3Vldence the dppoinCment a separate TCustee or Co-Tru3tee or the 3uccesiio:1 of a new ,rustes or paying agent hereunder; to proviae for the issuaaoe of Additiinal ~7llrl3 ; dIld ( J} in connection with any of}.er c}ldnges in this lndent,ire which, in the judgment of the Tr+ls"_ee, do not the lilt@Y93t3 Of I1°_ :L'U3 t4° or t(1o oondho lae!'s . Section 1302. SU?PLEMEIITAL MD_--IITURE3 REQUIR:PIG "ONSENT OF 80ND110LDERS. Erclu5ive of supple:~ental lnden- 79 te1'm3 ar1j p1'0'.'LJl lI1:i JI1Ca-1 11ad .t17n, 311'_1 it11?I"w1:,P, i I'S J~ !1oC :all ..:i L'~3 t ~ f 1:1 eq-1Ce D:-111l ..'i:. C:.. r! J 3, 31.;/:...1:':i 1111•~C: In `_.::3 1 J11r In :nd°)I11'•li ? _J :11. )II 3r'f C':) 1 1.3 1a:,'i l` J, . )1139nt C a11d appl'OVe LI111iI•ir•./ u L31:9? Ds Such J1113L ltl')'?n"'11 01" l,l i911t'.lr9S S :~.J_ _ 7nt31 15C91a a3 shall be 1eOT1?'i e3:.:1i 11 ..'1 .'"11 rh,)r_ the ULl `'p'J Sts of miil •'lll' 3: ar:n'.J llldinj in iln f pi rtl :llany f 'ir Dr0'.':' 31on3 contain?`i L11 .h13 :I1'1enture O1' II: ]ny 3Upplelm a1 indi3nture; proved`:-dl, ho'w9ve-, that nothL:;,j :n thi3 3ect10n c:ntainAd shall p^Lmit, or b'~ :on3tvic.-d as -?r'mitting (a) an Qxt?1131011 of the Inalulrity 13Ce on whiCll :i.? O.-Incipal of or 111e 1111?L'e5t oil 31111 ),-Id 13, Or 1.i dU-3 sled pa'yabl9, (1)) a rerJu1':I1 :n tllYa pL'.11" pi. 31rloUnt OC any C411C1, the L'a':? OC .:11!? 's T. tie?L'9o11 111'f L'9der'Ipt:011 OremlLlm, (CJ 3 1)'.'1•!11.''"° OI' pt':o~lty of 3:'.'f ~'Jlld aC Bonds ovAr any other Rorui or B011J3, of a t1, on 1n the pi:lncipaI amount of th3 Bonds requi-.>.d f, :onsent to su(:h uppl emantal indenture. If the Autl",orlty 311311 L"°'au.!z i:he Tr'.13tee 1o e~tar into any such supplemental 1r.den-.;:,3 for any of th'3 1, Upon Ca1nQ O:Up')3°3 this i:CClOn, tnd TrU3t+3e 7:'rl1 s,iti3fact')riIy 1n`i'?mii ified '.J1th resp:0_ e'!pen3e3, C11I. II(,t.i;3 of tha propose?d eX°CUtlon Of i -h 3upp1 emental 1ndenture to b'3 pub11311ed a3 shall 1J° -jue3ted by th3 Author.ty and in any event 'ane t i) tIx-? a newspaper or financial journal of general circula_lcrl ironq dsal~r:3 in munlpal securities 111 The City of i;e'w 'iork, New Yo r?, Su.;h notice shall bL-isfly Set forth :h e nature of the proposed supplemental indenture and shall state that copies thereof are on fill at the principal off:: Of the T.rus:es for inspection by a1: bondholders, :f, -:`hin 31"t7 (60) days Or 3Uc',h lodger peL'lod as shall C'9 I°.3Cr1::°_ by _ile Authority f0110%4i11'J the fl2lai publlcatl:n OE 3'lcll note:e, th,a hOlder3 C)C I101 1°-33 mall r L,'3 ) 1f: ~L'131'i: Jai amount of the Bonds shall have ':onseiited 14 and app ,a,;~,p oa°_Cution of such supplemental lncientur? 33 herein pro':fded, no holder of any Bond shall have any rign- to 'abject to any of the terms and provisions contained therein, or the operation there`)f, Or in any manner t:i '';h31iOC. the JC'J- priety OE the execution thereof, of tc ~sGjOln or re3t.,ain the TL'ust`3e Or the Authority fro:' etectltiC,7 the 3arne Or ::'7m Iai:ing any action pur 5uanl to pvo': l i:-.,,3 thereof. Upon 11 9 exe, 11.t:OI1 of any 3u,:h supplemental .:.3?ntUre 35 ir'. `.n13 03: t.on ^er:n:.Zed 3n,i pro''I .d;e-i, : e no-tifled and amended in a':cordance therewr Anything her i-in to th•? contrary n0 :wlthstanrlinq, a 3upplernew al lndentur'a under thi3 AI'tlcle X:.: wh,_ch a[_90':3 30 ~I any rL Iilt of aI': C.JTpar.l unci^r r.9 ;.~L'. nt 1i ha_1 t Silal'_ Col7Sen'CO'i t0 !f:9 ?:{9C'1t10I1 all j i? .V9"( ^_;1 3LlC^_^m9n- tai .11i,?:1tLlr3. _n -1113 rO.a3:'(, 314 _14 :a'.i39 notl_e if t113 ?L".I?U9rari 3:'a'JUt1J11 JL 3n1 su'_-n suppl'?I13nt31 1:113ntliL , QCj?tit'?1' 1.: a '.ne pi-:posed 3llLJUl9^1@Iltdl in 4.sntliL'3 t0 U'? gl'i.'rl t,'f teLt1Lor a )1St3L'3 d 1731 t3 ~"Oinpi y it ._ca,.. ..311 {17) :a pL'lOL' ''0 ta? prJp03r?Ci alt9 JL .'1t. JI'. ia. %3"1 of 3:11 su~.h sunpl.menta: lnri•.r.ture. ih,~! ,JmPan'l have COn3?flt°~ r.~ Clld :f.9Cllt1~:1 inA i'?of any such 3upplemental Lnd'?Il~UL"_a if rh.3 TL'11.3tan JG's': rec°1'19 d 1,3tter o: prote3t or objection thei-3tby or on behalf of the Company oii or c9fore 4: 'i' ;'.ock: 2.M. , E.S.T., of the Eift:erlth (15th) iay aft,3r "he (nailing of said notice and 3 :oU'f of '.114 to,7 ' r'I a';ppi9meIltal i n di 91h t'.i L- e T~1•? r,113tee may r9r.{ul3v: and' ..il . oil an :pinion of Counsel that any Such supplOrent91 with the provision:; of this AL'tl,~le ..III. ARTICLE XIV. AMENDMSN'T OF AGREEXEIl1' 7IiD Section 1401. AMENDMR173, ETC., ':'j AOF:EEXEH7 AND NOTES NOT :REQUIRING CONSENT u BONDHOL E: 3 Tile Trii3te9 shall without the consent of, or notice to, the oondiholdsrs consent to any amendment, change or mc:i:fication of the Agra!o-qnt or the Notes as may be required by the prolri- si•an3 of the Agreement, the Note3 or this :ndenture, (ii) for the p'.::pose of curing any ambiT:it'f or formal defect or omi33ion in the Agreeme,lt or the notes, (i.l 1 in conne,:tion -with the issuance of hdditional Bonds, or in connection with any other change tharein which does p:ej aside the lnteresm3 of the Trustee or the bJnJ1±J1C13': i. Sec':ion 1402. AMIEMDI-1E11T.S, ETC. , aG.^.EEI EIIT AND NOTES REQUIRING CONSEIIT Or R0VDHO%DERS. ° .dept °_or the amend:rents, changes or modifications as prc•;lded in Section 1401 hereof, neither tike Authority nor Trustee shal.1 consent to any other amendment, change or a~d.fication of the Agreement or the Rotes 'without publica. 3f notice an'] the .Nrit ten .pproval it conSgnt of the oL ihGt L35o than two-third3 (2/3) In principal amount of `.i13 BonJ3 rliver1 and pL~.~cured as in BgCtlon 13012; ho'd°_V°r, ':!:'it nothing in this Section contained shall permit, or be construed as permitting (a) an extension of the maturity date on which the pr:rlcipal of or th,3 intecgv: )n tihe Notes 13, or is to become, due and payable, (b) a re'v.::tlon in the 81 D1'J.:1. ^al a OLtR' 11 t? ,'iJ'-'o?, the rv:a of :3t Ck..C3CR JL' aRy C'ede:rpt.'Drl jit'":`ll •r[l, ! 1 ; rl'i.~°r~n it pL'lOrl'_'f OC any So:1'i OC' ~ J' 3I:] 7tlleC' •.~Gild Or .411.:3, or (°j) a r~r~l.lct1on in tr, nt _ .hr. E~n~ia r:guired for Cons•~II to 311E 1 lif~'!:l~imdR' :ha 1C:e o~ 11r"~I1', t . a n o~ th9 ,jLf_-)in,?nt.i n': o'.'_' 1f ,La!17 t1^,le :i`,.! h r:ty and the :0 r111)1I1. 7 3I1a.7 `'e7'.1'?.'1; •:1''? :'Jn3?nt Of ti''' 'i1~U'.;!:'.9 tO any 3u.h OL'OD•~.`i?rj a: '_Il i[',ellt, 11311'Je Jr Mn ii f1 :aoiiot7 z'--- t: he men': of ilor•?s, ~t'•. f.u.,t.3 31i3l , '1po:1 o,]Lnj iatlsfac t'Jri17 _ndel~nlfied w.`.f1 C'':',1jP.Ct O e:{^ena'?3, :all 3•? 1i7:_ce of such proposed a^Seflrs;4'n :hall:j' 41' mo'11fiCat1C711 trJ be published in the same mann•?C' l:i pt'O' 1.•.d S-?ctlon iirJ2 hereof wi :h respect to proposed suppl•:m?nta!_ indenture,3. Such notice shall brIQf17 3et forth the nature of such proposed .Amendment, c11.3nga c'r modification and ha 11 state that COpl?S 'J: 111atr!1Te:1t ?C1bod'yl.^.q the sarti ar_ on at th'3 pr1:1c.p31 offs Of th'3 Tru3tea3 for 1RSp?c-ion 'D7 :18 bOnih0ld 3 r"3 . ARTICLE :.V. Ili SCEi,LA:iEOUS Section 1501. CONSENT-), ETC. O B0NDvC)LDERS. (a) Any request, demand, authorization, direr.- tion, notice, consent, waiver or other action provided by thi3 Indenture to be given or taken by bondholders may be embodied in and 9VidenCed by 0119 or more in3trument3 of sub3t3:ltiall7 3.m.lar tenor 3iCtned by 111ch !=dhOlders in person or by an agent duly appoini.ed in writing; and, -except as herein otherwise expressly provided, such action s'.1~11 become effective wnen Such instrument or in3trument3 are' deliver-3d to the Trustee, and, where it is hereby expre33ly required, to the Authority and the Company. Proof of execution of any such in trunent or of a wrl. tir:g appointing any 3uc11 agent, or of the holding by any Person of any Blond not regiotered as tJ pritl'z.pal, 3::a11 be 311fLi:1•?nt f0_, Iny purpose of this Indenture and conclusive 1r. favor of the T.'u3tee, the Company and th'a AuthrJrlty, 1f made in the mariner provided in this Section. (b) The fact and date of the ex^,:ution by any Per30n of any such instrument or writing may be prover] by the affidavit of a witnQss of such execution or by the cer*_ificate of any notary public or other officer authorized by law to tale a-knowledgments of deeds, c9rt:tying t11at the irl~jl-Jidual 31"4ninq 3`.:ch instr!1me11~_ or writing acknowle_~lied to him the execution thereof. ,there such execution i3 by an officer of a corporatior. or a member of a partnership, on behalf of 3LIch '--irporation or partnership, 31-ich certifi,:ate or affidavit shall also constitute sufficient proof of his authority. 32 T%le amount of 321% ~Cnd 1101 I'e'JI3Cared 33 710 G i' l n l -Any Der~0I1 ''}:eC!.1`1I1tJ ow, iL:Ch 12.s:-u.•e pati ..1; j -Any ?C S'_~ 1 u n r `2 g a s - a~tolri:r, a:1'i the :1'12nG6I li LI p'.J:-C1:U.J ills hOld:.'i 3,Am,a, T.a'! .oe OL - r..i. j ~Oll 1. all,.j the i9to :-.7 hf ~I.•: O10'I'.iC..l011 3L._:1 "~:r1'. -A ra... I')rr,DanV, 3 i:1r: oL' e u Led 'la d?~. ~i :i1 -d CV, Uy ! f ;;{t K '3r ':L.1 r 1Sa11Yn i'wh"_ 1 i' slLllat3d... 3l1': L. L a 3 i3 . ~n' e 3t.5h-D llnij :illt a~ t: r n a a t l 3 a ` d ry r- o '1e _ j 3 r f t -4i-h 3ti:h her'ln IT,~tn - '1'Dil3Llch °ei'3Cri had On1.11o 31 1t d OL' Xillblted o 1 t,1e Sotl'i E o^.ds n r- . Q0pC3Y' - d'.SCr'O'3'jf 3uCh fdCt. may id OL'ly°d IJ'( Ia19 Cert:Llcat'a or 1C:4C2'iR3nt 'iL' '+1 L'1 C:ng 4ffl it '1- the dA. :L'Son e%?cutlnq such 13 a bondholder, if 3uch certlfi.ste or afEl'ia:it is in form sati'-factory to the T_rustae. The Tru3t':': may a3sume that such 'DWn-i"ihip Df any unreqi.3-:er`3d Bond Coritinue3 until (1) C 8 :33LI,d 111 respec t 3lloth?r r~'L•ri~7':3t9 bearing a ld",--eL -~&C such of th Same ung13`e.- etl 3ond is i:r.'i, or such ul1L'a~~13t•?r'?d 1JGCld 15 pI'oduC'_d %Jy some oche. : erson, or ( j Such '.iril'egisteL'ed 3011:i :3 L'^CJi3t,.red as t7 JrlnCipal or a3 t .h unreylsterrd LO both principal and 1I1C2rd3t, O: ;II Bond is no longor outstanding 'Linder the indeliture, (d) Th9 fact and date of e:~eclitioli of any Such instrument or writing and the amount and :11.I. be Lrs of unregis- ~ered Bonds held by the Parson so er.ec'atinj vi-:h instrument or writing may 3130 be proved in any other manner Whl.h the Trustee deems Buff: ent; anti the Truster may in any in- 3tanCe re-Mire further pre~of with vespg:t to any Of '-he matters rnferrei to in this Section. (e) ;lie OW Iier311ip Of BOI.(13 re'jL3t°L'-3 d 33 to princi. or as to both principal and in'.erest shall be pYOVed by the registration :books kept by file 11u3tee a; Bend Registrar. (f) Anl request, demand, authorifation, direr- ori - tl')I1, nOC1C°, consent. waiver OC Other dC:!pri by ' an' Dr holier shat: bind every future holier tf) the dome Bondrinn reser.t of anything done Dr suIfe.e: p Trus:a_ ? nr the r.U-_h0ri t/ in reL1anCa therein, 'ailetr.°-r ~r ;lot notation of such :-ction 13 made upon such Bond. Section 1502. LIMITATION 0F RICiiTS. 1011i`.h the er.ception of i arhts herein 9X0 r!Z317 conferred, nothing er.Dres3ed or mentioned in or to be implied from this In' en- ure or the 3ond3 iS llltended or ShAll. Le con3tr'ued to gl-!e to any l erscll Or Company Otil°r than the parties hereto, the So the holders of the Bonds and :oupons, any legal m panf and or '-Lailn under or in respect to or ?c~'ai tabl': remedy this Indenture )v any Coa'?2}3nCs, dgr-emen:3, :C:.'ii~:ollS anri provisions herein contained; :his Indenruss and all of the covenants, -agre9ment3, conditions and orovisioa.i hereof 9.5 "'illy '"tended tO !'th ",a boiny for the :r471t? ~nl: e'~C).uS1Vt Ili,nefit of the p,trtruu Itt~r~?to, the Cuml~any ai ; tho holder:: _ L'hu $Orids [s LC' COUpOO:i (1:9 kit:reln pro~rit; .,1. Socti,,n 15U3. SEVEPABII.ITY. I' in !)rovls,.un of :iris :noantura shill be held or aeemt<d f_t } l< or shag.., tacr_, be Irl rative or uriunr:orccati.i applied to any pcjrtlclrto r C lD3 any )uri3dictlo~n u,r J"i L5dLctions or i" all jurisdik:riuns, or in all cases Lt (C11rl1C:tS With any other provision ur provlSions I:uieG.*, )r any rcnstitut_1(in or statute r) r rule of pub ILC policy, )r for arty other r'_asen, such :irr•ur;sLa iices shall not have the ettect of rendering the prov.i.6ion in yuestirill in,uo.rative or unon.-urceable in any other case or circum sta:.,:3, or of rendering any other provision (.,r provi::icjn-; ht!r,)in eontainec invaI iu, inop-~rative, or unotr forceable to my extent what- Section 1504. NOTIt;"S. It shall hu sutticten t 30rvice of ally notice, routiest:, complaint, dt•-mand or other paper it the same shall be duiy mailed by r.egistt.-red or certiLied mail, return receipt, requeste;i, pwitage prepaid, addressed as tollows: (a) If to the Authority - City of bentv:i Industrial. Development Authority 215 E. McKinney Street Denton, Texas 76201 Attention: President (b) It to the Company - Union Camp Corporation 1600 Valley koad Wayne, Now Jersey 074 70 Attention: Secretary 1c) ~-f to the Trustee - The Cj and SovtLern National Bank Marietta a- (Broad Street-s Atlanta, ~;t~orgia 30395 Attention: Corporate Trust Division A duplicate copy of aach notice, r7ertiticate or other communication given hereunut,r by either the Authorit~ the Cu;nE,-iny or the Trustee r_o any one of th,_, others shall <;lSo btu given to all of the others. The Au*_h,)rit.y, the Crm,)any a,-,d the Trustee may, by notice given hereunder, desijiiate any further or different addresses ^(j which subs,,quent notices, certificates or ol.her comrnunicati,)na shali be sent. 84 . ~A .r F C a Tctio^ 13CS. EE AS D =OND ~:.i••~AR. tr'.1s zee -3 119 17 9ll;1 .7e 5; 7C:1 and 3910es to pa Jing ag!~nt 3nC 7t 11d hegistl'3I _~r 3:U3 :n 1-asp=~C t~ 1507 Ilf) Vii.: D.y' DL L' ~nTURD:.?5 , SU;iDA'i 3 'In any ':ase where t1le 'i3~~ CSf m3turit'! 7I i rinctc a1 of or inte:on tll Bonds or ate Eixed for r-d rrtion of any aonds shall be, in t::e of paymer, a Sa :-1y, a Sunday or ; ~e J-1 A. holiday or a day on ~,h cit ban'-.-ing Institutions are authorized by A to payment of principal or interest need by not be made ,or. such date in such city but may be made on the tie:tt succeNdi:lg business day not a Saturday, a Sunday, a legal holiday or a day )n which banking institutions are auth')-iced by law to close 'rlttl the same force and •'!ffect as if :Wade on the date of mAturi ty or t',.:: date f ixed for : 3c.c,_~t? on, and n Int,?I'est shall ac,:rlla for the period after s'u_}1 date. Section 1507. COUNTER?ARTS. TM F. Indenture may be simultaneously executed in several :ounterpart_s, each of which shall be an original and all of which 3'r.al1 constitute but one and the same instrument. Section 1508. LAWS GOVERNING INDENTURE. The effect and meaning of this Indenture and the rights of ail parties hereunder shall be governed by, and construed according to, the laws of the State of Texas, except that the duties, responsibilities, obligations ar.d pourers of the Trustee hereunder shall be governed by and construed accard- ing to the laws of the State of Georgia. 85 l,As Causad -.leae o t'ei'S11:3 .3 D? ri''d 1R i--3 .:3'.Ti3 and :,enalL by its P d~r. and _ ::S G,)LfJ'J: a seal t0 ~e 1- z: 1,1Ilt0 aLld and 3 *'i:i :n'1 C j tt3 c?c:t ?~d 'J, ]Il'~ t0 J:1°:1C~' L-:3 dC °_n i.l:°_ 01 .~~13~2 :1'3t''D', ;!ea :-'d ,,.:3"!'L1St9d I:'15 ca'..13eC'. Zile e Dt'e..'rflt3 -o be 0 1?arre and .acd ~t3 ?a. ?;!1 t0 D•' h-+ua•.O a.iixed and a- o, by _t5 d'.dl`f aut11~I _Z-z!d 3ff1C3L"5 :1L1 a O: r h @ Ir b,-),,? 'e'i:tt2.^.. CITY OF DENT011 INDUSTRIAL D'FVELOPMENT AUTHORITY °residen* - Attest: Secretary (SEAL) THE CITIZENS AND SOUTHERN NATIONAL BANK, as Trustee BY Tit1P Att93t: By - - - Title (s' i 86