95-R-20RESOLUTION NO. 95-R-20
A RESOLUTION OF THE CITY OF EDGEWATER, FLORIDA RATIFYING AND
CONFIRMING ACTION BY THE CITY MANAGER AND FINANCE DIRECTOR IN
CONNECTION WITH THE AWARD OF THE CITY'S SECOND INSTALLMENT OF
CAPITAL IMPROVEMENT BONDS, SERIES 1995 (FLORIDA SHORES
IMPROVEMENT AREA); DESIGNATING SUCH INSTALLMENT OF BONDS THE
SERIES 1995B BONDS; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER,
FLORIDA:
SECTION 1. FINDINGS. It is hereby ascertained, determined and declared that the
City Council of the City of Edgewater, Florida (the "City"), by Resolution No. 94-R-14 duly
adopted on August 15, 1994, as supplemented by Resolution No. 95-R-09 duly adopted on
July 17, 1995, as amended by Resolution No. 95-R-13, duly adopted on August 21, 1995
(collectively, the "Resolution"), authorized the City Manager and Finance Director to solicit
proposals, accept bids for, and award the City's Capital Improvement Bonds, Series 1995
(Florida Shores Improvement Area) (the "1995 Bonds").
SECTION 2. DESIGNATION OF SERIES 1995B BONDS. The second installment of
the 1995 Bonds is hereby designated Capital Improvement Bonds, Series 1995B (Florida Shores
Improvement Area) (the "1995B Bonds").
SECTION 3. RATIFICATION AND CONFIRMATION. The action taken by the City
Manager and Finance Director on August 24, 1995, awarding the 1995B Bonds in the principal
amount, maturity amounts and dates and interest rates pursuant to the Certificate of Award
executed by the City Manager and Finance Director, a copy of which is, attached hereto as
Exhibit A, is hereby ratified and confirmed.
SECTION 4. BOND REGISTRAR AND PAYING AGENT. The Finance Director of
the City is hereby designated the Bond Registrar and Paying Agent with respect to the
Series 1995 Bonds.
SECTION 5. BOND FORM; CLOSING AND DELIVERY OF BOND. The form of
the Series 1995B Bond shall be substantially as shown on Exhibit B hereto. The Mayor and City
Clerk are hereby authorized and directed to execute and deliver the Series 1995B Bond to First
Union National Bank of Florida upon the satisfaction of all conditions to closing, as evidenced
by the delivery by Squire, Sanders & Dempsey, Bond Counsel, of their approving opinion with
regard to the Series 1995B Bond.
The duly elected and appointed officers and officials are further authorized and directed
to execute such agreements, certificates, other documents (including the Master Purchase and
Resale Agreement, in substantially the form attached to the Certificate of Award) as may be
necessary in connection with the execution and delivery of the Series 1995B Bond, upon the
advice of Bond Counsel and the City Attorney.
o 0
SECTION 6. EFFECTIVE DATE. This resolution shall take effect immediately upon
the final approval hereof.
PASSED AND ADOPTED by the City Council of the City of Edgewater, Florida at a
regular meeting duly called and held this 18th day of September, 1995.
(SEAL)
CITY OF EDGEWATER, FLORIDA
Hayman, I' At
M-IM115:17p.
FUNB #1
CERTIFICATE OF AWARD
$3,964,740.44
Capital Improvement Bonds, Series 1995B
(Florida Shores Improvement Area)
We, the undersigned City Manager and Finance Director of the City of Edgewater,
Florida (the "City"), pursuant to authorization of the City granted to us by Resolution No. 95-R-
09, duly adopted on July 17, 1995 (the "Series Resolution"), have solicited proposals from
William R. Hough & Co. and First Union National Bank of Florida for bids to be received for
purchase of the City's Capital Improvement Bonds, Series 1995B (Florida Shores Improvement
Area) dated January 9, 1996 (the "1995B Bonds").
Pursuant to the Series Resolution, on Thursday, August 24, 1995, we received and
considered bids submitted in accordance with the terms of the Notices of Sale for the purchase
of the 1995B Bonds, a tabulation of which are listed on Schedule 1 hereto.
After consideration of the bids, it appears that the bid of the successful bidder (the
"Purchaser"), as shown on Schedule 2 hereto, for the 1995B Bonds in the aggregate principal
amount, in the maturity amounts, and bearing interest at the rates set forth therein, is the best
bid received, and pursuant to the Series Resolution, provides the City with (1) the minimum
interest cost and (2) the most favorable financing terms.
The 1995B Bonds are hereby awarded to the Purchaser. The 1995B Bonds shall be
issued in the aggregate principal amount and mature in the years and amounts as shown on
Schedule 3 hereto. Further details of the 1995B Bonds shall be as set forth in the Series
Resolution.
Dated: August 24, 1995 CITY OF EDGEWATER, FLORIDA
By:
City Miorager
Finance Director
FUNB Nl
Schedule 1
TABULATION OF BIDS
Capital Improvement Bonds, Series 1995B
(Florida Shores Improvement Area)
BID TABULATION
Par Aggregate
Bidder Amount . Bid Price Debt Service
First Union National Bank of FL $3,964,740.44 $3 964,740.44 $5 863,200.95
William R. Hough & Co. $4,080,000.00 $4,025,014.90 $5,966,583.21
32MIEOCMMICERT OF AWARD
FUNB #1
Schedule 2
COPY OF SUCCESSFUL BID
?-St CHice Box 2080
.acnsonviile. Fionda 3�'zt-0010
904 361 225'_
FNAugust 24, 1995
Mr. George E. McMahon
City Manager
City of Edgewater
104 N. Riverside Dr.
Edgewater, FL 32132-0100
Dear George:
First Union National Bank of Florida (the "Bank") is pleased to commit the
credit facility described below to the City of Edgewater subject to the following
terms and conditions:
Borrower: The City of Edgewater (the "City")
Amount: Not to exceed S4,500,000. (Series 1995B)
Facilities: Term Loan
Purpose: To construct and pave roads and provide storm
water management in a portion of the City known as
Florida Shores.
Maturity: Principal and interest shall be amortized over fifteen
years. Debt service consisting of principal and
interest shall be level. Interest payments shall be
paid semi-annually, each April 1 and October 1,
commencing April 1, 1996. Principal shall be paid
annually commencing October 1, 1996, with final
maturity October 1 , 2010.
Security: The Series 1995 bonds shall be payable from and
secured by a pledge of and lien on the 1995 Pledged
Revenues, which consist of (1) the proceeds derived
from the special assessments levied for the paving
portion of the 1995 Project against the properties
located within Florida Shores Improvement Area (the
'1995 Special Assessments'), (III all revenues and
moneys received by or accruing to the City from the
levy and collection of the City's Stormwater fee.
Fixed Rate:
Prepayment
imposed by Section 9-5-72 of the City Code (the
"Stormwater revenues") (iii) certain Excise Tax
Revenues, including (a) the City's share of the local
option gas tax levied by Volusia County, Florida,
pursuant to Section 336.025, Florida statutes, and
received by the City pursuant to an Interlocal
Agreement among the City, the County, and the
other incorporated municipalities within the
geographic boundaries of the County ("Gas Tax
Revenues"), (b) the revenues generated by the tax
levied by the City on the purchase of electricity,
metered or bottled gas (natural, liquefied petroleum
or manufactured), fuel oil and local telephone and
telegraph service pursuant to Section 16-1 of the
City Code, as amended and supplemented from time
to time (the "Utility Service Tax Revenues") (iv) the
moneys on deposit in the Fund and Accounts
created under the Bond Resolutions, and (v) the
Investment Earnings therein. The City shall
additionally covenant to budget and appropriate from
all legally available non ad valorem revenues that
amount necessary to meet annual debt service
payments provided that non -ad valorem revenues
may be defined to excluded the Franchise Fees.
Loan Rate - 5.56%
Investment - 6.10% — Me 7,K,9,V&h*b 6bQWFK
ab CRASEANa ,parr_ k6&_ 6VT_
Up to ten percent (10%) of the outstanding loan balance
may be prepaid without penalty. The amount of such
prepayments will be applied on a pro-rata basis for the life
of the loan. Should the City prepay any amounts in excess
of the amount allowed by the Bank, as outlined in separate
letter, the prepayment shall be subject to a prepayment
penalty. Each prepayment of the principal of the Loan, in
whole or in part and whether voluntary, mandatory, upon
acceleration or otherwise, shall be accompanied by an
additional amount deemed necessary by the Bank to
compensate the Bank for any losses, costs or expenses
which the Bank may incur as a result of such prepayment.
Compensation due the Bank shall be determined in
accordance with the following formula:
Prepayment Compensation = (A - B) x C x D
accordance with the following formula:
Prepayment Compensation = (A - B) x C x D
A = The sum, determined as of the funding date of the
Loan, of (1) the Bond equivalent bid side yield of the
U.S. Treasury Note with a maturity closest to the
maturity of the fixed rate period as quoted by the
16lall Strew Amirnal (or other published source), plus
(ii) the corresponding bid side market swap spread
as determined by the Bank from quotes generally
available in the interbank dealer market for interest
rate swaps, plus (M) three -eighths percent (3/8%).
B = The Sum, determined as of the prepayment date of
the Loan, of (1) the Bond equivalent bid side yield of
the U.S. Treasury Note with a maturity closest to
the remaining maturity of the fixed rate period as
quoted by the Mall Street lnurnsl (or other
published source), plus (ii) the corresponding bid
side market swap spread as determined by the Bank
from quotes generally available in the interbank
dealer market for interest rate swaps.
C = Principal Amount Prepaid.
D = Number of days from the date of prepayment to the
end of the fixed rate period divided by a year base of
360 days.
As used herein, the "fixed rate period" shall be the period
during which the applicable fixed rate is to remain in effect.
In the event the amount determined as variable B above is
greater than the amount determined as variable A above,
no prepayment compensation shall be due hereunder. The
determination of prepayment compensation due the Bank
hereunder shall be made by the Bank in good faith using
such methodology as the Bank deems appropriate and
customary under the circumstances and shall be conclusive
absent manifest error.
Conditions:
1. The City will not issue any additional parity debt unless the
historic (last two years) pledged revenues cover 1.20x of
all outstanding and prospective debt service.
2. Legally available Non -Ad Valorem Revenues (less expenses
of essential services - health, safety and welfare), (average
of actual receipts over the prior two years) must cover
projected maximum annual debt service on debt secured by
and/or payable solely from such non -Ad Valorem Revenues,
by at least 1.4x.
The City agrees that, as soon as practicable after the end
of each fiscal year, it shall deliver to the Bank a certificate
certifying that it is in compliance with the provisions set
forth above.
3. Assessment prepayments not directly applied to the
repayment of the loan shall be deposited into a Loan
Repayment Escrow Account.
4. The City, by official action, shall cause any borrowing
under this facility to be designated as a "Qualified
Obligation" pursuant to Section 265(b)(3)(B) Internal
Revenue Code of 1986, as amended.
Should subsequent but currently unforeseen events cause
any borrowing under this facility to be determined to be a
"non -qualified" obligation pursuant to Section 265(b)(3)(B),
Internal Revenue Code of 1986, as amended, the Bank
shall adjust the interest rate on any outstandings hereunder
so that it shall receive the same after tax yield equivalent
contemplated as of the time of this commitment.
5. In the event that the interest on drawing under this facility
is ever determined to be taxable for purposes of federal or
state income taxation, or in the event this facility is
deemed non -bank qualified pursuant to Section
265(b)(3)(B), Internal Revenue Code of 1986, the interest
on the facility shall be adjusted to full grossup modification.
In the event of a change in the federal corporate tax rate,
the interest rate on the facility shall be adjusted upward or
downward such that the Bank shall maintain the same after
tax equivalent yield per the following formula:
(1 minus the New Tax Rate) divided by (1 minus the Old
Tax Rate) multiplied by the facility rate.
6. All documents relating to this Commitment shall be
prepared by Squire, Sanders and Dempsey, Bond Counsel
to the City and shall be in such form and content as are
acceptable to the Bank and its counsel. All costs relating
to the preparation of documents shall be borne by the City.
The unqualified, approving legal opinion of Bond Counsel
shall be delivered to the Bank at closing without cost to the
Bank and shall be in form and content acceptable to the
Bank and available for review at least five (5) business
days prior to closing any drawing under this Commitment.
This Commitment shall remain in full force and effect
through 3 :00 p.m. local time, August 24, 1995, at which
time, if not accepted by execution of the acceptance
clause below and delivered to the Bank at its 444
Seabreeze Blvd., Daytona Beach, FL office to my attention,
this Commitment shall expire and shall not be enforceable
by either the Bank or the City of Edgewater unless
extended by the Bank in writing. Unless extended by the
Bank in writing, this facility must close on January 9,
1996, after which this commitment shall expire.
8. All documents shall be reviewed by the Bank and its
counsel.
First Union National Bank of Florida appreciates the opportunity to submit this
indication of interest to you and looks forward to your favorable response. Should
you have any questions, please do not hesitate to contact me at (904) 254-1708.
Very truly yours,
FIRST UNION NATIONAL BANK OF FLORIDA
Come L. Bowman
Vice President
The above Commitment is hereby accepted on the terms and conditions outlined
therein by authority of the Governing Board of the:
City of Edgewater
By: ? P- ')YL C }vU�. Date:
Its:
For The Commercial Bank (Seri: 1995B)
Page 1
PROPOSAL FOR
CITY OF EDGEWATER, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS
SERIES 199SB -
(For the submission to the City not later than 11:00 A.M. EDST on August 24, 19,95)
Office of the City Manager
104 North Riverside Drive
Edgewater, Florida 32132-0100
Ladies and Gentlemen:
For the City of Edgewater, Florida Capital Improvement Revenue Bonds, Series 1995B in the par amount
of $__:�Lpdy_7yu,[ we propose the following Net Principal Amount of
96 y 7P", VK Dollars ($ ) to be paid to the City. The
Series 1995B Bonds shall bear interest at the fixed rate form the date of delivery (or date of first draw) of
.S sG %.
ing-drawdowmoFprincipaFon 3anuary 2;-t996 in the
Based on the fixed rate, the Series 1995B Bonds would be repaid on the basis of the following schedule
Date
Total Interest
Principal
Date
Total
Interest
Principal
Or
Payment Payment
Payment
Or
Payment
Payment
Payment
M.mrav
Amount Amount
Amount
Maturity
Amount
Amount
Amount
1996
2004
/ fr�r%Sa�C
2005
1997
7[-G
1998
2006
1999
2007
2000
2008
2001
2009
2002
2010
2003
TOTAL
$
$
$_
Interest Rate Redemption.
Terms and Conditions. This commitment is based on terms and conditions identified in Attachment A.
The following is our computation of the true interest cost to the City of Edgewater, for the Series 1995B
Bonds, which is for informational purposes only and is subject to verification prior to the award:
Par Amount
Less Expenses (excluding CPA and Bond Counsel
Fees)• (listed on attached sheet)
Less Other Costs (Specify)
Net proceeds to the City**
All in yield
$ (/
$j/COf /00
" City will not be responsible for any expenses other than CPA and Bond Counsel Fees.
•" Must provide at least $13,690;OW to City, together with Series 1995B Bonds.
JECYEIX:aa.ml/�ns.ce-t Aury 2119N 9:S
For The Commercial Bank (Ser- 1995B)
Page 2
Reserve Account Requirement. Please state how the reserve account requirement will be met, or in that
alternative, that the requirement is waived by checking the appropri space.
Cash Reserve Surety _ Requirement Waived
Trust in Bondine and Other Disclosures. For purposes of Section 218.385(2) and (3), Florida Statutes,
we submit the following truth -in -bonding statementwithrespect to the Series 1995B Bonds:
The City is proposing to issue S : ,�7f�' a, Vapital Improvement Revenue Bonds (Florida Shores
Improvement Area, Series 1995B), to provide funds to finance the acquisition and construction of certain paving
improvements and drainage improvements within the area of the City known m the Florida Shores Improvement
Area and to pay certain costs and expenses relating to the issuance of the Series 1995B Bonds. The Series 1995E
Bonds are expected to be repaid over a period of 15 years, at the interest rates per annum set forth in this Official
Bid Form (average interest rate of SS % per annum), resulting in total interest payments of the life of the
Series 1995B Bonds in an amount of $,�0, 9,0
The source of repayment or security for this proposal is the (i) proceeds derived from the special
assessments levied for the paving portion of the 1995 Project against the properties located within Florida Shores
Improvement Area, (ii) all revenues and moneys received by or seeming to the City from the levy and collection
of the City's Stormwater Fee imposed by Section 9.5-72 of the City Code, and (in) certain Excise Taxes as outlined
in the Request for Proposals attached hereto. Authorizing this debt or obligation will result in approximately
S q yp, �Q _ (representing the average annual debt service with respect to the Series 1995B Bonds) of such
Pledged�ev roues from the City 'a Special Assessment Fund and the General Fund not being available for other
services or purposes of the City each year for 15 years.
The names of the underwriters or members of the account that are associated for the purpose of this
proposal are either listed below or on at separate attached sheet.
Attached hereto or previously filed with the City is the disclosure required by Section 218.886, Florida
Statutes, as required by the Request for Proposal.
Prortoml. This proposal is not subject many conditions not expressly stated herein or in the annexed
Official Notice. Receipt of the Preliminary Official Statement relating to these Series 1995E Bonds is hereby
acknowledged.
�/�i� �E3N3.PFFzE � ✓J
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7LYP' /J/L7 / Z
city State Zip
9os/- zsY- /70�
Telephone Number
(1)
(3)
(4)
(5)
(6)
(7)
Total
Annual
Loan
Loan
Payment of
Principal
Debt
Date
Payment
Balance
Interest
------------------------------
Repaid
Service
-------------------------------------------------
09-Jan-96
3,964,740.44
01-Apr-96
50,211.24
3,964,740.44
50,211.24
O1-Oct-96
340,668.82
3,734,291.40
110,219.78
230,449.04
390,880.0.
O1-Apr-97
103,813.30
3,734,291.40
103,813.30
01-Oct-97
287,066.76
3,551,037.94
103,813.30
163,253.46
390,880.0
01-Apr-98
98,718.85
3,551,037.94
98,718.65
O1-Oct-98
292,161.20
3,357,595.59
98,718.85
193,442.35
390,880.0
O1-Apr-99
93,341.16
3,357,595.59
93,341.16
01--Oct 99
297,538.91
3,153,397.85
93,341.16
204,197.75
390,880.0
01-Apr-2000
87,664.46
3,153,397.85
87,664.46
O1-Oct-2000
303,215.60
2,937,846.71
87,664.46
215,551.14
390,880.0
O1-Apr-2001
81,672.14
2,937,846.71
81,672.14
O1-Oct-2001
309,207.92
2,710,310.92
81,672.14
227,535.78
390, 880. 0:
O1-Apr-2002
75,346.64
2,710,310.92
75,346.64
O1-Oct-2002
315,533.41
2,470,124.15
75,346.64
240,186.77
390,880.0
O1-Apr-2003
68,669.45
2,470,124.15
68,669.45
O1-oct-2003
322,210.61
2,216,582.99
68,669.45
253,541.16
390,880.0.
01-Apr-2004
61,621.01
2,216,582.99
61,621.01
01-Oct-2004
329,259.06
1,948,944.95
61,621.01
267,638.05
390, 880.0
O1-Apr-200S
54,180.67
1,948,944.95
54,180.67
O1-Oct-2005
336,699.39
1,666,426.23
54,180.67
282,518.72
390,880.0
01-Apr-2006
46,326.65
1,666,426.23
46,326.65
O1-Oct-2006
344,553.41
1,368,199.46
46,326.65
298,226.76
390,880.0
O1-Apr-2007
38,035.95
1,368,199.46
38,035.95
01-OCL-2007
352,844.12
1,053,391.29
38,035.95
314,808.17
390,880.0
01-Apr-2008
29,284.28
1,053,391.29
29,284.28
O1-Oct-2008
361,595.78
721,079.79
29,284.28
332,311.50
390,880.0
O1-Apr-2009
20,046.02
721,079.79
20,046.02
O1-Oct-2009
370,834.04
370,291.77
20,046.02
350,788.02
390,880.0
01-Apr-2010
10,294.11
370,291.77
10,294.11
01-Oct--2010
380,585.95
(0.07)
10,294.11
370,291.84
390, 880. 0=
-------------------------------------------------------------------------------
5,863,200.91
1,898,460.40
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FUNB #1
Schedule 3
MATURITY SCHEDULE, AGGREGATE PRINCIPAL AMOUNT
AND AWARD DETAILS
(1) Date, Denominations, Maturities and Interest Rates
The 1995B Bonds shall be dated January 9, 1996, shall be in denominations of $5,000
or integral multiples thereof, shall bear interest as follows, payable on April 1, 1996, and
semiannually thereafter on April 1 and October 1 of each year, and shall mature on October 1
in the years and amounts set forth on Attachment A hereto, subject to adjustment by mutual
agreement of the parties.
(2) Redemption Provisions: As provided in the Commitment Letter
(3) Municipal Bond Insurance: No
(l)
(3)
(4)
l5)
(6)
(7)
Total
-
Annual
Loan
Loan
Payment of
Principal
Debt
Date
Payment
Balance
Interest
I------------------------------
Repaid
Service
------------------------------------------------
09-Jan-96
3,964,740.44
O1-Apr-96
50,211.24
3,964,740.44
50,211.24
O1-Oct-96
340,668.82
3,734,291.40
110,219.78
230,449.04
390,880.0
01-Apr-97
103,813.30
3,734,291.40
103,813.30
01-Oct-97
287,066.76
3,551,037.94
103,813.30
183,253.46
390,880.0
O1-Apr-98
98,718.85
3,551,037.94
98,718.85
O1-Oct-98
292,161.20
3,357,595.59
98,718.85
193,442.35
390,880.0
O1-Apr-99
93,341.16
3,357,595.59
93,341.16
O1-Oct 99
297,538.91
3,153,397.85
93,341.16
204,157.75
390,880.0
01-Apr-2000
87,664.46
3,153,397.85
87,664.46
01-Oct-2000
303,215.60
2,937,846.71
$7,664.46
215,551-14
390,880.0
O1-Apr-2001
81,672.14
2,937,846.71
81,672.14
O1-Oct-2001
309,207.92
2,710,310.92
81,672.14
227,535.78
390, 880. 0•
O1-Apr-2002
75,346.64
2,710,310.92
75,346.64
O1-Oct-2002
315,533.41
2,470,124.15
75,346.64
240,186.77
390,880.0
01-Apr-2003
68,669.45
2,470,124.15
68,669.45
01-Oct-2003
322,210.61
2,216,582.99
68,669.45
253,541.16
390,880.0.
O1-Apr-2004
61,621.01
2,216,582.99
61,621.01
O1-Oct-2004
329,259.06
1,948,944.95
61,621.01
267,638.05
390,880.0
01-Apr-2005
54,180.67
1,948,944.95
54,180.67
01-Oct-2005
336,699.39
1,666,426.23
54,180.67
282,518.72
390,880.0
O1-Apr-2006
46,326.65
1,666,426.23
46,326.65
01-Oct-2006
344,553.41
1,368,199.46
46,326.65
298,226.76
390,880.0
O1-Apr-2007
38,035.95
1,368,199.46
38,035.95
O1-OcL-2007
352,844.12
1,053,391.29
38,035.95
314,808.17
390,880.0
O1-Apr-2008
29,284.28
1,053,391.29
29,284.28
O1-Oct-2008
361,595.78
721,079.79
29,284.28
332,311.50
390,680.0,
O1-Apr-2009
20,046.02
721,079.79
20,046.02
O1-Oct-2009
370,834.04
370,291.77
20,046.02
350,788.02
390,880.0
O1-Apr-2010
10,294.11
370,291.77
10,294.11
01-Oct-2010
380,585.95
(0.07)
10,294.11
370,291.84
390,880.0-
-----------------------------------------------------------------------------.
5,863,200.91
1,898,460.40
MASTER PURCHASE AND RESALE AGREEMENT (the "Master
Agreement"), dated as of August _ 1995, by and between FIRST
UNION NATIONAL BANK OF FLORIDA ("First Union"), and CITY of
EDGEWATER("Issuer").
Applicability; Single Agreement
(a) From time to time First Union and Issuer may enter into
transactions in which First Union agrees to cause a Qualified
Dealer (as defined below) to sell to Issuer and Issuer agrees to
purchase from such Qualified Dealer securities or financial
instruments (the "Securitiesm), with a simultaneous agreement by
First Union to cause a Qualified Dealer to purchase such Securities
from Issuer during certain agreed upon periods, in certain agreed
upon amounts, and at certain agreed upon prices, upon the election
of Issuer to sell such Securities. Each such transaction shall be
referred to herein as a "Transaction" and shall be governed by this
Master Agreement.
(b) Upon an agreement between Issuer and First Union to enter
into a Transaction hereunder, First Union shall promptly deliver to
Issuer a written confirmation of such Transaction, (each, a
"Confirmation"). All Transactions are entered into in
consideration of and reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the
parties (collectively referred to herein as the "Agreement"), and
the parties would not otherwise enter into any Transactions.
Definitions
(a)
"Aaareaate
Resale Amount" means, with respect to
a Resale
Period,
the aggregate of all Resale Amounts sold
pursuant
to the
terms of this Agreement by Issuer to First union
during
such Resale Period.
(b)
"Bonds"
means the bonds of the Issuer set forth
and
designated
in the Confirmation.
(c)
"Business
Day" means a day on which either First
Union or
Issuer
is not required or authorized by law to
close.
(d) "Confirmation" means, with respect to a Transaction, one
or more documents (or other confirming evidence)
exchanged between the parties which, taken together,
confirm all of the terms of a Transaction, which shall be
in the form annexed hereto as Exhibit A.
(e) "Financinc Documents" means the indenture(s),
resolution(s) or other financing documents pursuant to
which the Bonds are issued.
1"1124.3
(f) ,Maximum Aggregate Resale Amount" means, with respect to
a Transaction and a Resale Period, the maximum Aggregate
Resale Amount that is permitted to be sold by Issuer to
First Union during such Resale Period, as set forth in
the Confirmation relating to such Transaction, and as may
be increased in accordance with Section 4(b) hereof.
(g) "Purchase Date" means, with respect to a Transaction, the
date an which the Securities are sold by First Union to
Issuer as set forth in the Confirmation relating to such
Transaction.
(h) "Purchase Price" means, with respect to a Transaction,
the price at which the Securities are sold by First Union
to Issuer on the Purchase Date, as set forth in the
Confirmation relating to such Transaction.
(i) "Oualified Dealer" means First Union Securities, Inc.,
its successors or assigns, or one or more other dealers
in Securities.
(j) "Reduced Maximum Aggregate Resale Amount" means, with
respect to a Transaction and a Resale Period, the
difference obtained by subtracting from the Maximum
Aggregate Resale Amount for such Resale Period the
Aggregate Resale Amount for such Resale Period.
(k) "Resale Amount" means, with respect to any Resale
Securities, the par value of such Resale Securities sold
pursuant to the terms of this Agreement on a Resale Date
by Issuer to First Union; provided, however, that a
Resale Amount shall be at least equal to the Minimum
Resale Amount applicable to the Resale Period in which
such Securities are to be sold and shall not exceed the
Reduced Maximum Aggregate Resale Amount applicable to
such Resale Period.
(1) "Resale Date" means, with respect to a Transaction, any
Business Day during a Resale Period on which Issuer may
sell a Resale Amount to First Union pursuant to the terms
of this Agreement.
(m) "Resale Period" means, with respecp to a Transaction,
specified periods during which Issuer may sell a Resale
Amount to First Union for a Resale Price, as set forth in
the Confirmation relating to such Transaction.
(n) "Resale Price" means, with respect to a Resale Amount of
Resale Securities sold by Issuer to First Union during a
Resale Period, the price for such Resale Amount of such
n221.3
Resale Securities as set forth in the Confirmation
relating to such Transaction..
(o) "Resale Securities" means, with respect to a Resale Date,
such of the Securities as are sold by Issuer to First
Union on such Resale Date pursuant to the terms of this
Agreement.
(p) "Securities" means, with respect to a Transaction, the
securities or financial instruments purchased by Issuer
on the Purchase Date for such Transaction, as set forth
in the Confirmation relating to such Transaction.
Initiation; Terms of Confirmation
(a) On the Purchase Date for a Transaction, First Union shall
cause a Qualified Dealer to deliver the Securities to be delivered
to Issuer by a Qualified Dealer, and Issuer shall simultaneously
transfer the Purchase Price to such Qualified Dealer.
(b) Each Confirmation shall set forth (i) the Securities sold
by the Qualified Dealer to Issuer (including CUSIP number, if any),
(ii) the Purchase Date, (iii) the Purchase Price, (iv) the Resale
Period(s), (v) the corresponding Resale Price applicable to each
Resale Period, (vi) the Minimum Resale Amount, if any, applicable
to each Resale Period, (vii) the Maximum Aggregate Resale Amount,
if any, applicable to each Resale Period, and (viii) any additional
terms or conditions of the Transaction with this Master Agreement.
The Confirmation, together with this Master Agreement, shall
constitute conclusive evidence of the terms of the Transaction to
which the Confirmation relates, as agreed to by Issuer and First
Union. In the event of any conflict or inconsistency between the
terms of any Confirmation and this Master Agreement, such
Confirmation shall prevail for the purpose of the relevant
Transaction.
Exercise and Termination of Resale Rights
(a) On any Resale Date during any Resale Period, Issuer may
transfer to a Qualified Dealer specified by First union a Resale
Amount of Resale Securities, and such Qualified Dealer shall
simultaneously transfer the Resale Price for such Resale Amount of
such Resale Securities to Issuer; provided, however, that Issuer
has given First Union at least one Business Days prior written
notice of its intent to cause such Qualified Dealer to purchase
such Securities from Issuer on such Resale Date. Upon the election
of Issuer to sell a Resale Amount to First Union, First Union shall
promptly deliver to Issuer a written confirmation notice of such
sale, which notice shall be in the form of Exhibit I to the
Confirmation attached hereto as Exhibit A. Such notice shall set
forth (i) the Resale Securities (including CUSIP number, if any),
(ii) the Resale Amount, (iii) the Resale Date, (iv) the Resale
Price, (v) the applicable Resale Period, (vi) the applicable Resale
Price; (vii) the Aggregate Resale Amount for such Resale Period,
6 31911.]
and (viii) the Reduced Maximum Aggregate Resale Amount for such
Resale Period.
(b) If the Reduced Maximum Aggregate Resale Amount for a
Resale Period at the close of business on the last Business Day of
such Resale Period is a positive number, then the amount equal to
such number shall be carried forward and added to the Maximum
Aggregate Resale Amount applicable to the next Resale Period, if
any, which increased Maximum Aggregate Resale Amount may be sold by
issuer to First Union at the Resale Price applicable to such next
Resale Period,if any.
(b) On the last Business Day of the last Resale Period
relating to a Transaction, Issuer shall deliver the remaining
Securities to a Qualified Dealer specified by First Union and First
Union (or such Qualified Dealer) shall simultaneously transfer the
Resale Price applicable to such Resale Period for such securities
to issuer and such Transaction shall terminate.
(c) issuer agrees that it shall only sell the Securities to
a Qualified Dealer specified by First Union.
(d) Issuer agrees that if it sells the Securities to any
entity other than a Qualified Dealer specified by First Union,
Issuer shall be in default hereunder and all Transactions entered
into hereunder. Upon the occurrence of such default, First Union
shall have the right to determine its Loss which shall be
immediately due and payable by Issuer to First Union. "Loss" for
this purpose means an amount that First Union determines in good
faith to be its total losses, if any, and costs in connection with
such sale, including any loss of bargain, cost of funding or, at
the election of First Union but without duplication, loss or cost
incurred as a resultof its terminating, liquidating, obtaining or
reestablishing any. hedge or related trading position. Loss shall
include all legal fees and out-of-pocket expenses incurred by First
Union by reason of the enforcement and protection of its rights
under this Master Agreement and each Transaction entered into
hereunder, including, but not limited to, costs of collection. Any
Loss payable pursuant to this Section shall include interest at the
Default Rate from the date of such sale to the date payment in full
is received by First Union in immediately available funds.
Payment and Transfer
All transfers of Securities shall settle on a delivery versus
payment basis on the Purchase Date or Resale Date, as applicable,
in accordance with delivery instructions of First Union, as set
forth in Annex II-_ hereto. The method of settlement shall be the
method that, in accordance with customary trade practices, is
employed withrespect to the Securitiesbeing. settled. All
transfers of funds hereunder shall be in immediately available
NA319a.3
funds, unless otherwise mutually agreed in writing. All Securities
transferred by one party hereto to any other party hereto (i) shall
be in suitable form for transfer or shall be accompanied by duly
executed instruments of transfer or assignment in blank and such
other documentation as the party receiving possession may
reasonably request, (ii) shall be transferred on the book -entry
system of a Federal Reserve Bank, or (iii) shall be transferred by
any other method mutually acceptable to the parties hereto, and in
all cases shall be transferred free and clear of all liens, claims
and encumbrances.
Representations
Each of First Union and Issuer represents and warrants to the
other that (i) it is duly authorized to execute and deliver this
Master Agreement, to enter into the Transactions contemplated
hereunder and to perform its obligations hereunder and has taken
all necessary action to authorize such execution, delivery, and
performance, (ii) it will engage in such Transactions as principal,
(iii) the person signing this Master Agreement and the Transactions
hereunder on its behalf is duly authorized to do so on its behalf,
(iv) it has obtained all authorizations of any governmental body
required in connection with this Master Agreement and the
Transactions hereunder and such authorizations are in full force
and effect, and (v) the execution, delivery and performance of this
Master Agreement and the Transactions hereunder will not violate
any law, ordinance, charter, by-law or rule applicable to it or any
agreement by which it is bound or by which any of its assets are
affected. On the Purchase Date for any Transaction, First Union
and Issuer shall each be deemed to repeat all the foregoing
representations made by it.
Netting of Obligations
Each of First Union and Issuer agrees (i) to perform all of
its obligations in respect of each Transaction hereunder, and that
a default in the performance of any such obligations shall
constitute a default by it in respect of all Transactions
hereunder, (ii) that each of them shall be entitled to set off
claims and apply property held by them in respect of any
Transaction against obligations owing to them in respect of any
other Transactions hereunder and (iii) that payments, deliveries
and other transfers made by each of them in respect of any
Transaction shall be deemed to have been made in consideration of
payments, deliveries and other transfers in respect of any other
Transactions hereunder, and the obligations to make any such
payments, deliveries and other transfers may be applied against
each other and netted.
Conditions Precedent
The performance of the obligations of First Union and Issuer
hereunder are conditioned upon the occurrence of the following:
Kn is34.1
(a) delivery to First Union of an opinion of counsel to
issuer, in the form of Exhibit B;
(b) delivery to Issuer of an opinion of counsel to First
Union, in the form of Exhibit C;
(c) delivery to First Union of an executed copy of the
Financing Documents.
9. Ownership of the Securities
The Securities, and the interest thereon, will, following the
transfer of the Securities to Issuer and provided that the
Securities are held by Issuer or an agent designated by the Issuer,
be the sole property of Issuer, any profit or loss with respect to
the holding or sale of the Securities by Issuer, even if purchased
by a Qualified Dealer specified by First Union to fulfill First
Union's obligations under this Agreement, shall be for the sole
account of the owner thereof.
10. Segregation of the Securities
To the extent required by applicable law, all Securities in the
possession of Issuer shall be segregated from other securities in
its possession and shall be identified as subject to this
Agreement.
11. Notices and Other Communications
All notices, demands or other communications under this
Agreement shall be given or made in writing and shall be delivered
personally, or sent by certified or registered mail, postage
prepaid, return receipt requested, or overnight delivery service,
telex or telecopy to the party to whom they are directed at the
respective addresses set forth in Annex II-_ hereto, or at such
other addresses as may be designated by notice from such party to
the other parties hereto. Any notice, demand or other
communication given in a manner prescribed in this section shall be
deemed to have been delivered on receipt.
12. Entire Agreement; Severability
This Agreement constitutes the entire understanding between
the parties hereto relating to the subject matter hereof. Each
provision and agreement herein shall be treated as separate and
independent from any other provision or agreement herein and shall
be enforceable notwithstanding the unenforceability of any such
other provision or agreement.
-uU24.2 6
13. Non -assignability; Termination
The rights and obligations of the parties under this Master
Agreement and any Transactions hereunder shall not be assigned by
either party. This Master Agreement and any Transactions hereunder
shall be binding upon and shall inure to the benefit of the parties
and their respective successors. This Master Agreement may be
terminated at any time by any party hereto upon giving written
notice to the other parties hereto, effective upon receipt of such
notice by the other parties or such later date as may be specified
in such notice; provided, however, that this Master Agreement
shall, notwithstanding such notice, continue in full force and
effect with respect to any Transactions entered into prior to the
effectiveness of such notice of termination.
14. Governing Law; Captions
This Agreement shall be governed by the laws of the State of
New York without giving effect to the conflict of law principles
thereof. All captions used herein are for convenience only, are
not a part of this Agreement and are not to be used in
construing or interpreting any aspect of this Agreement.
15, No Unwritten Modifications or Waivers
Any modification to or waiver of any provision of this
Agreement and any consent to departure from the terms hereof by any
party hereto shall be in a writing duly executed by all parties
hereto and shall not otherwise be effective. Any such waiver or
consent shall be effective only in the specific instance and for
the purpose for which it is given.
Hi3_'9D4.3
IN WITNESS WHEREOF the parties have executed this
document on the respective dates specified below with effect from
the date specified on the first page of this document.
FIRST UNION NATIONAL HANK CITY OF EDGEWATER
OF FLORIDA
By: By:
Title: Title:
Date: Date:
Signed: signed:
RU19]a.3
ANNEX I --
Additional Definitions
For purposes of this Agreement, unless the context
clearly indicates otherwise, the following words and terms have the
respective meanings provided therefor:
Bonds:
Financing Documents:
Issuer:
ANNEX I-_
v 21921.2 Page 1
ANNEX II -
Notice and Account Information
First Union
First Union National Hank of
301 South College Street
Charlotte, NC 28288-0601
Attn: Cord King
(704) 374-4109
Delivery: First Union Char/Dealer
ABA# 053000219
Payments to First Union:
First Union Settlements:
Issuer
[Issuer]
[Address]
Attention
Phone:
Fax:
Delivery: [Name of Bank]
ABA#
Attention:
Contact: [at Issuer]
Tax ID#
First Union Charlotte
Capital Markets
Attention: Derivatives Desk
Fed. ABA No. 053000219
Sarah Bailey
Derivatives Desk
Phone: (704) 374-5416
Fax: (704) 383-5389
ANNEX II-_
Page 1
Issuer
[Issuer]
[Address]
Attention
Phone:
Fax:
Delivery: [Name of Bank]
ABA#
Attention:
Contact: [at Issuer]
Tax ID#
ANNEX II-_
vauax�.� Page 2
EXHIBIT A
Form of Confirmation
Confirmation
Date:
To: [Issuer)
(Address)
[Issuer]
[Address]
From: First Union National Bank of
Subject: Slip
Ref No.:
Dear
The purpose of this letter agreement is to set forth the terms
and conditions of the Structured Liquidity Product ((No Flex/Full
Flex/No Sooner, No Greater)) entered into by and among First Union
National Bank of ("First Union"), and ("Issuer") on the
Trade Date specified below and terminating on the Termination Date
specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the Master Agreement
defined below.
1. This Confirmation supplements, forms a part of, and is
subject to, the terms, definitions and provisions contained in the
Master Purchase and Resale Agreement, dated 199_, by
and among First Union and Issuer (the "Master Agreement"). All
provisions contained or incorporated by reference in the Master
Agreement shall govern this Confirmation except as expressly
modified below.
2. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Transaction Type: Structured Liquidity Product
(No Sooner, No Greater)
Trade Date:
Termination Date:
Securities:
Purchase Date:
Purchase Price:
X 112t.3
Resale Minimum Resale Maximum Aggregate
Period Resale Price Amount Resale Amount
9N:9la. )
Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing a copy of this Confirmation enclosed for
that purpose and returning it to us.
Very truly yours,
- FIRST UNION NATIONAL BANK
OF
By:_
Name:
Title:
Date:
Vice President
By:
Name:
Title: Vice President
Date:
Accepted and confirmed as of
the date first above written:
(ISSUERI
By:_
Name:
Title:
Date:
.)1919 J
Exhibit I to Confirmation between
First Union National Bank of
and [Issuer]
dated 199_
Notice of Resale
Resale Securities:
Resale Amount:
Resale Date:
Resale Price:
Resale Minimum . Aggregate Reduced Maximum
eo Resale Price Resale Amount Aggregate Resale Amount
FIRST UNION NATIONAL HANK
OF
By:_
Name:
Title:
Date:
EXHIBIT A
wn3aa.; Exhibit I to Confirmation
[Letterhead of Counsel to issuer]
[Issuer]
First Union National Bank of _
One First Union Center, 8th Floor
Charlotte, 28288-0600
i70 • :•
Ladies and Gentlemen
EXHIBIT B
We have acted as counsel to in
connection with the execution and delivery by Issuer of the Master
Purchase and Resale Agreement, dated as of 199_
(the "Master Agreement"), by and between First Union National Bank
of ("First Union"), [Issuer] ("Issuer") and Issuer. The
Master Agreement is to be supplemented by confirmations of
Transactions to be entered into by and among First Union, Issuer
and Issuer from time to time (each, a "Confirmation") and the
Master Agreement together with all such Confirmations shall
constitute one agreement. Capitalized terms used herein and not
defined herein have the respective meanings given to them in the
Master Agreement.
In connection with rendering this opinion, we have
examined an executed copy of the Master Agreement and the
Confirmation dated 199_ (the "199_ Confirmation") and
originals or copies satisfactory to us of all such corporate
records, agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies.
In giving the opinions expressed below we do not purport
to be experts in or generally familiar with or qualified to express
legal opinions based on the laws of any jurisdiction other than the
federal laws of the United States of America and the laws of the
State of [STATE OF Issuer] (the "State").'
Based upon the foregoing examination and review, we are
of the opinion that:
EXHIBIT B
nv 1911.1 Page 1
(i) Issuer has full legal right, power and authority to
enter into the Master Agreement and the 199_ Confirmation.
(ii) The Master Agreement and the 199_ Confirmation have
been duly authorized, executed and delivered by Issuer.
((iii) The stipulation of New York law as the governing law
of the Master Agreement and the 199_ Confirmation is
enforceable under State law.)'
(iv) [Assuming for purposes of the opinion expressed in
this paragraph (iv) that State law and New York law are the
same,]' the Master Agreement and the 199_ Confirmation are
legal, valid and binding obligations of Issuer, enforceable
against it in accordance with the their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
(v) The execution and delivery by Issuer of the Master
Agreement and the 199_ Confirmation and the performance of its
obligations thereunder do not and will not constitute or
result in a default under, a breach or violation of, or the
creation of any lien or encumbrance on any of its property
under, its charter or by-laws, or any other agreement,
instrument, judgment, injunction or order applicable to it or
any of its property.
We are furnishing this opinion to you solely for your
benefit and no other person is entitled to rely hereon. This
opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose.
Very truly yours,
Insert if state law is other than New York law.
EXHIBIT B
Page 2
[Letterhead of Counsel to First Union]
(Issuer]
[Issuer)
Re: (NAME OF BONDSI
Ladies and Gentlemen:
199
EXHIBIT C
We have acted as counsel to First Union National Bank of
("First Union"), in connection with the execution and
delivery by First Union of the Master Purchase and Resale
Agreement, dated as of 1 199_ (the "Master
Agreement"), by and among First Union, and (Issuer] ("Issuer").
The Master Agreement is to be supplemented by confirmations of
Transactions to be entered into by and among First Union and Issuer
from time to time (each, a "Confirmation") and the Master Agreement
together with all such Confirmations shall constitute one
agreement. Capitalized terms used herein and not defined herein
have the respective meanings given to them in the Master Agreement.
In connection with rendering this opinion, we have
examined an copy of the Master Agreement and the Confirmation dated
199_ (the "199_ Confirmation") and originals or
copies satisfactory to us of all such corporate records,
agreements, certificates and other documents as we have deemed
relevant and necessary as a basis for the opinions hereinafter
expressed. In such examination we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, and the conformity with the original documents of all
documents submitted to us as copies.
In giving the opinions expressed below we do not purport
to be experts in or generally familiar with or qualified to express
legal opinions based on the laws of any jurisdiction other than the
laws of the State of New York.
Based upon the foregoing examination and review, we are
of the opinion that:
(i) First Union has full legal right, power and
authority to enter into the Master Agreement and the' 199_
Confirmation.
(ii) The Master Agreement and the 199_ Confirmation have
been duly authorized, executed and delivered by First Union.
EXHIBIT C
Page 1
(iii) The Master Agreement and the 199_ Confirmation are
legal, valid and binding obligations of First Union,
enforceable against it in accordance with the their terms,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
We are furnishing this opinion to you solely for your
benefit and no other person is entitled to rely hereon. This
opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose.
Very truly yours,
EXHIBIT C
W u24.3 Page 2
(Letterhead of Counsel of Issuer]
[Issuer]
First Union National Bank of
One First Union Center. 8th Floor
Charlotte, 28288-0600
_ • u.
Ladies and Gentlemen:
199_
EXHIBIT D
We have acted as counsel to ("Issuer")
in connection with the execution and delivery by Issuer of the
Master Purchase and Resale Agreement, dated as of , 199_
(the "Master Agreement"), by and among First Union National Bank of
("First Union"), and ("Issuer"). The
Master Agreement is to be supplemented by confirmations of
Transactions to be entered into by and among First Union and Issuer
from time to time (each, a "Confirmation") and the Master Agreement
together with all such Confirmations shall constitute one
agreement. Capitalized terms used herein and not defined herein
have the respective meanings given to them in the Master Agreement.
In connection with rendering this opinion, we have
examined an executed copy of the Master Agreement and the
Confirmation dated 199_ (the "199_ Confirmation) and
originals or copies satisfactory to us of all such corporate
records, agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies.
In giving the opinions expressed below we do not purport
to be experts in or generally familiar with or qualified to express
legal opinions based on the laws of any jurisdiction other than the
laws of [State of Issuer] (the "State").*
Based upon the -foregoing examination and review, we are
of the opinion that:
(i) The Issuer has full legal right, power and authority
to enter into. the. Master Agreement. and. the.. 199_ Coafirmation-
and to authorize and direct Issuer, to
EXHIBIT D
sansr.x Page 1
(ii) The Master Agreement and the 199_ Confirmation have
been duly authorized, executed and delivered by the Issuer.
[(iii) The stipulation of New York law as the governing law
of the Master Agreement and the 199_ Confirmation is
enforceable under the laws of the State.]•
(iv) [Assuming for purposes of the opinion expressed in
this paragraph (iv) that State law and New York law are the
same,]' the Master Agreement and the 199_ Confirmation are
legal, valid and binding obligations of the Issuer,
enforceable against it in accordance with the their terms,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
(v) The execution and delivery by the Issuer of the
Master Agreement and the 199_ Confirmation and the performance
of its obligations thereunder do not and will not constitute
or result in a default under, a breach or violation of, or the
creation of any lien or encumbrance on any of its property
under the Escrow Agreement, or any other agreement,
instrument, judgment, injunction or order applicable to it or
any of its property.
(vi) The Master Agreement and the 199_ Confirmation are
legal, valid and binding obligations of the Issuer,
enforceable against it in accordance with the their terms,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
We are furnishing this opinion to you solely for your
benefit and no other person is entitled to rely hereon. This
opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose.
Very truly yours,
*Insert if state law is other than New York law .
EXHIBIT D'
w3x92..3 Page 2