Issuance, Delivery and Surrender of First Mortgage Bonds. (a) The obligation of the Company set forth in Section 4.2 hereof to make the payments required therein may be evidenced, in whole or in part, prior to the Release Date, by the First Mortgage Bonds. The Company shall issue and deliver to the Issuer First Mortgage Bonds as provided in subsection (b) of this Section 4.3. (b) Concurrently with the issuance and delivery by the Issuer of the Bonds, and, prior to the Release Date, in order to evidence the obligation of the Company under clauses (i) and (ii) of the first sentence of Section 4.2(a) hereof to make payments pursuant thereto, the excess of the principal amount of the First Mortgage Bonds to be applied to the payment of accrued interest on the Bonds, the Company shall issue and deliver to the Issuer a series of First Mortgage Bonds (i) maturing on the stated maturity date of the Bonds, (ii) in a principal amount equal to 112% of the principal amount of the Bonds, (iii) containing redemption provisions correlative to any provisions of the Indenture relating to the Bonds requiring mandatory redemption thereof, (iv) requiring payments to be made to the Trustee for the account of the Issuer, and (v) bearing no interest. (c) The obligation of the Company to make any payment of the principal of or premium, if any, or interest on the First Mortgage Bonds, whether at maturity, upon redemption or otherwise, shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Issuer thereunder in respect of the principal of or premium, if any, or interest on the Bonds, all in accordance with the provisions of the Company Mortgage. (d) The Issuer shall not sell, assign or transfer the First Mortgage Bonds, except to the extent provided in Section 4.4 hereof. In view of the pledge and assignment referred to in said Section 4.4, the Issuer agrees that (i) in satisfaction of the obligations of the Company set forth in paragraph (b) of this Section 4.3 with respect to the Bonds, the First Mortgage Bonds shall be issued and delivered to, registered in the name of, and held by the Trustee for the benefit of the owners and holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the First Mortgage Bonds except to a successor trustee under the Indenture, and shall surrender First Mortgage Bonds to the Company Mortgage Trustees in accordance with the provisions of subsections (e) and (g) of this Section 4.3; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of an appropriate legend on each First Mortgage Bond and the issuance of stop-transfer instructions to the Company Mortgage Trustees or any other transfer agent under the Company Mortgage. Any action taken by the Trustee in accordance with the provisions of Section 9.13 of the Indenture shall be binding upon the Company. (e) At the time any Bonds cease to be outstanding (other than by reason of the payment or redemption of First Mortgage Bonds and other than by reason of the applicability of clause (c) in the definition of "Outstanding" herein), the Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees First Mortgage Bonds in an aggregate principal amount equal to 112% of the aggregate principal amount of the Bonds which so cease to be outstanding. (f) For the purpose of determining whether or not any payment of the principal of or premium, if any, or interest on the First Mortgage Bonds shall have been made in full, any moneys paid by the Company in respect of the First Mortgage Bonds which shall have been withdrawn by the Trustee from the Bond Fund pursuant to Section 6.1 of the Indenture shall be deemed to have been paid by the Company to the Trustee pursuant to Section 4.5 hereof and not to have been paid by the Company in respect of the First Mortgage Bonds. (g) The Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees all First Mortgage Bonds delivered to and then held by the Trustee upon receipt by the Trustee of: (i) a written request signed in the name of the Company by an Authorized Company Representative requesting such surrender for cancellation of such First Mortgage Bonds; and (A) a written consent to such request signed by the Bond Insurer, or (B) an officer's certificate signed by an Authorized Company Representative to the effect that: (I) no first mortgage bonds are outstanding under the Company Mortgage other than (a) the First Mortgage Bonds delivered to and held by the Trustee pursuant to this Refunding Agreement and the Indenture, (b) first mortgage bonds held by Persons other than the Trustee under provisions which provide for the surrender for cancellation of such first mortgage bonds in a manner corresponding in all material respects to this Section 4.3(g), and (c) $109,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994-A, due July 2, 2017, $54,630,000 principal amount of First Mortgage Bonds, Collateral Series 1994-B, due July 2, 2017, and $29,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994-C, due July 2, 2017 (collectively, the "Collateral Series Bonds"); and (II) concurrently with the delivery of the request to the Trustee for the surrender for cancellation of the First Mortgage Bonds held by it, the Company is requesting the surrender for cancellation of all first mortgage bonds held as described in clause (I)(b) of such certificate.
Appears in 1 contract
Issuance, Delivery and Surrender of First Mortgage Bonds. (a) The obligation of the Company set forth in pursuant to Section 4.2 4.01 hereof to make repay the payments required therein loan made to it by the Issuer pursuant to Section 3.03 hereof may be evidenced, in whole or in part, prior to the Release Date, secured by the First Mortgage Bonds. The Company shall issue and deliver to the Issuer First Mortgage Bonds as provided in subsection (b) of this Section 4.3.
(b) Concurrently with the issuance and delivery by the Issuer of the Bonds, and, prior to the Release Date, in order to evidence the obligation of the Company under clauses Such First Mortgage Bonds shall (i) mature on the same date and (ii) of in the first sentence of Section 4.2(a) hereof to make payments pursuant thereto, the excess of the same principal amount of the First Mortgage Bonds to be applied to the payment of accrued interest on the Bonds, the Company shall issue and deliver to the Issuer a series of First Mortgage Bonds (i) maturing on the stated maturity date of as the Bonds, (ii) in a principal amount equal to 112% of bear interest at the principal amount of same rate and be payable at the same times as the Bonds, (iii) containing contain redemption provisions correlative to any the provisions of Section 4.02 and Section 4.03 of the Indenture relating to the Bonds requiring mandatory redemption thereofIndenture, and (iv) requiring subject to the provisions of Section 4.09(c) hereof, require payments of the principal thereof, or premium, if any, or interest thereon to be made to the Trustee for the account of the IssuerIssuer and the benefit of the Owners. Such First Mortgage Bonds shall be held, voted, transferred and surrendered by the Trustee subject to and in accordance with the respective provisions of this Agreement and the Indenture. Any moneys received by the Trustee with respect to First Mortgage Bonds shall be used to make the corresponding payment then due of principal of and premium, if any, and (v) bearing no interestinterest on the Bonds in accordance with the terms of the Bonds and the Indenture. Any proceeds of First Mortgage Bonds in excess of the amounts necessary to pay in full the principal of and premium, if any, and interest on the Bonds shall be remitted to the Company.
(c) The obligation Company shall receive a credit against its obligations to make any payment of principal of, or premium, if any, or interest on First Mortgage Bonds described in Section 4.09(b) hereof (whether at maturity, upon redemption or otherwise), and such obligations shall be fully or partially, as the case may be, satisfied and discharged, in an amount equal to the amount, if any, paid by the Company under Section 4.01 hereof, or otherwise satisfied or discharged, in respect of the principal of and premium, if any, and interest on the Bonds. The obligations of the Company to make any such payment of the principal of of, or premium, if any, or interest on the First Mortgage Bonds, whether at maturity, upon redemption or otherwise, Bonds shall be deemed to have been reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Issuer thereunder in respect of the principal of or premium, if any, or interest on the Bonds, all in accordance with the provisions of the Company Mortgagesuch credit.
(d) The Issuer shall not sellagrees that, assign or transfer if the Company's obligation under Section 4.01 hereof to repay the loan made to it pursuant to Section 3.03 hereof is secured by First Mortgage Bonds, except to the extent provided in Section 4.4 hereof. In view of the pledge and assignment referred to in said Section 4.4, the Issuer agrees that then (i) in satisfaction of the obligations of the Company set forth in paragraph (b) of this Section 4.3 with respect to the Bonds, the such First Mortgage Bonds shall be issued and delivered to, registered in the name of, of and held by the Trustee (or, subject to Section 5.11 of the indenture, the Trustee's nominee) for the benefit of the owners and holders Owners from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the First Mortgage Bonds except to a successor trustee under the Indenture, and the Company shall surrender make all payments of principal of, or premium, if any, or interest on the First Mortgage Bonds to the Company Mortgage Trustees in accordance with Trustee as the provisions of subsections (e) and (g) of this Section 4.3registered owner thereof; and (iiiii) the -10- Port of Xxxxxx 1998A - Supplemental Loan Agreement Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of an appropriate legend on each First Mortgage Bond and the issuance of stop-transfer instructions to the Company Mortgage Trustees Trustee or any other transfer agent under the Company Mortgage. Any action taken by the Trustee in accordance with the provisions of Section 9.13 of the Indenture shall be binding upon the Company.
(ea) At the time any Bonds cease to be outstanding (other than by reason Article V of the payment or redemption of First Mortgage Bonds and other than Original Loan Agreement is hereby amended by reason of the applicability of clause (c) revising Section 5.01 to read in the definition of "Outstanding" herein), the Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees First Mortgage Bonds in an aggregate principal amount equal to 112% of the aggregate principal amount of the Bonds which so cease to be outstanding.
(f) For the purpose of determining whether or not any payment of the principal of or premium, if any, or interest on the First Mortgage Bonds shall have been made in full, any moneys paid by the Company in respect of the First Mortgage Bonds which shall have been withdrawn by the Trustee from the Bond Fund pursuant to Section 6.1 of the Indenture shall be deemed to have been paid by the Company to the Trustee pursuant to Section 4.5 hereof and not to have been paid by the Company in respect of the First Mortgage Bonds.
(g) The Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees all First Mortgage Bonds delivered to and then held by the Trustee upon receipt by the Trustee ofits entirety as follows:
(i) a written request signed in the name of the Company by an Authorized Company Representative requesting such surrender for cancellation of such First Mortgage Bonds; and
(A) a written consent to such request signed by the Bond Insurer, or
(B) an officer's certificate signed by an Authorized Company Representative to the effect that:
(I) no first mortgage bonds are outstanding under the Company Mortgage other than (a) the First Mortgage Bonds delivered to and held by the Trustee pursuant to this Refunding Agreement and the Indenture, (b) first mortgage bonds held by Persons other than the Trustee under provisions which provide for the surrender for cancellation of such first mortgage bonds in a manner corresponding in all material respects to this Section 4.3(g), and (c) $109,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994-A, due July 2, 2017, $54,630,000 principal amount of First Mortgage Bonds, Collateral Series 1994-B, due July 2, 2017, and $29,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994-C, due July 2, 2017 (collectively, the "Collateral Series Bonds"); and
(II) concurrently with the delivery of the request to the Trustee for the surrender for cancellation of the First Mortgage Bonds held by it, the Company is requesting the surrender for cancellation of all first mortgage bonds held as described in clause (I)(b) of such certificate.
Appears in 1 contract
Issuance, Delivery and Surrender of First Mortgage Bonds. (a) The obligation of the Company set forth in pursuant to Section 4.2 4.01 hereof to make repay the payments required therein loan made to it by the Issuer pursuant to Section 3.03 hereof may be evidenced, in whole or in part, prior to the Release Date, secured by the First Mortgage Bonds. The Company shall issue and deliver to the Issuer First Mortgage Bonds as provided in subsection (b) of this Section 4.3.
(b) Concurrently with the issuance and delivery by the Issuer of the Bonds, and, prior to the Release Date, in order to evidence the obligation of the Company under clauses Such First Mortgage Bonds shall (i) mature on the same date and (ii) of in the first sentence of Section 4.2(a) hereof to make payments pursuant thereto, the excess of the same principal amount of the First Mortgage Bonds to be applied to the payment of accrued interest on the Bonds, the Company shall issue and deliver to the Issuer a series of First Mortgage Bonds (i) maturing on the stated maturity date of as the Bonds, (ii) in a principal amount equal to 112% of bear interest at the principal amount of same rate and be payable at the same times as the Bonds, (iii) containing contain redemption provisions correlative to any the provisions of Section 4.02 and Section 4.03 of the Indenture relating to the Bonds requiring mandatory redemption thereofIndenture, and (iv) requiring subject to the provisions of Section 4.09(c) hereof, require payments of the principal thereof, or premium, if any, or interest thereon to be made to the Trustee for the account of the IssuerIssuer and the benefit of the Owners. Such First Mortgage Bonds shall be held, voted, transferred and surrendered by the Trustee subject to and in accordance with the respective provisions of this Agreement and the Indenture. Any moneys received by the Trustee with respect to First Mortgage Bonds shall be used to make the corresponding payment then due of principal of and premium, if any, and (v) bearing no interestinterest on the Bonds in accordance with the terms of the Bonds and the Indenture. Any proceeds of First Mortgage Bonds in excess of the amounts necessary to pay in full the principal of and premium, if any, and interest on the Bonds shall be remitted to the Company.
(c) The obligation Company shall receive a credit against its obligations to make any payment of principal of, or premium, if any, or interest on First Mortgage Bonds described in Section 4.09(b) hereof (whether at maturity, upon redemption or otherwise), and such obligations shall be fully or partially, as the case may be, satisfied and discharged, in an amount equal to the amount, if any, paid by the Company under Section 4.01 hereof, or otherwise satisfied or discharged, in respect of the principal of and premium, if any, and interest on the Bonds. The obligations of the Company to make any such payment of the principal of of, or premium, if any, or interest on the First Mortgage Bonds, whether at maturity, upon redemption or otherwise, Bonds shall be deemed to have been reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Issuer thereunder in respect of the principal of or premium, if any, or interest on the Bonds, all in accordance with the provisions of the Company Mortgagesuch credit.
(d) The Issuer shall not sellagrees that, assign or transfer if the Company's obligation under Section 4.01 hereof to repay the loan made to it pursuant to Section 3.03 hereof is secured by First Mortgage Bonds, except to the extent provided in Section 4.4 hereof. In view of the pledge and assignment referred to in said Section 4.4, the Issuer agrees that then (i) in satisfaction of the obligations of the Company set forth in paragraph (b) of this Section 4.3 with respect to the Bonds, the such First Mortgage Bonds shall be issued and delivered to, registered in the name of, of and held by the Trustee (or, subject to Section 5.11 of the Indenture, the Trustee's nominee) for the benefit of the owners and holders Owners from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the First Mortgage Bonds except to a successor trustee under the Indenture, and the Company shall surrender make all payments of principal of, or premium, if any, or interest on the First Mortgage Bonds to the Company Mortgage Trustees in accordance with Trustee as the provisions of subsections (e) and (g) of this Section 4.3registered owner thereof; and (iiiii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of an appropriate legend on each First Mortgage Bond and the issuance of stop-transfer instructions to the Company Mortgage Trustees Trustee or any other transfer agent under the Company Mortgage. Any action taken by the Trustee in accordance with the provisions of Section 9.13 of the Indenture shall be binding upon the Company.
(e) At the time any Bonds cease to be outstanding (other than by reason of the payment or redemption of First Mortgage Bonds and other than by reason of the applicability of clause (c) in the definition of "Outstanding" herein), the Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees First Mortgage Bonds in an aggregate principal amount equal to 112% of the aggregate principal amount of the Bonds which so cease to be outstanding.
(f) For the purpose of determining whether or not any payment of the principal of or premium, if any, or interest on the First Mortgage Bonds shall have been made in full, any moneys paid by the Company in respect of the First Mortgage Bonds which shall have been withdrawn by the Trustee from the Bond Fund pursuant to Section 6.1 of the Indenture shall be deemed to have been paid by the Company to the Trustee pursuant to Section 4.5 hereof and not to have been paid by the Company in respect of the First Mortgage Bonds.
(g) The Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees all First Mortgage Bonds delivered to and then held by the Trustee upon receipt by the Trustee of:
(i) a written request signed in the name of the Company by an Authorized Company Representative requesting such surrender for cancellation of such First Mortgage Bonds; and
(A) a written consent to such request signed by the Bond Insurer, or
(B) an officer's certificate signed by an Authorized Company Representative to the effect that:
(I) no first mortgage bonds are outstanding under the Company Mortgage other than (a) the First Mortgage Bonds delivered to and held by the Trustee pursuant to this Refunding Agreement and the Indenture, (b) first mortgage bonds held by Persons other than the Trustee under provisions which provide for the surrender for cancellation of such first mortgage bonds in a manner corresponding in all material respects to this Section 4.3(g), and (c) $109,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994Forsyth 1998A-A, due July 2, 2017, $54,630,000 principal amount of First Mortgage Bonds, Collateral Series 1994-B, due July 2, 2017, and $29,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994-C, due July 2, 2017 (collectively, the "Collateral Series Bonds"); and
(II) concurrently with the delivery of the request to the Trustee for the surrender for cancellation of the First Mortgage Bonds held by it, the Company is requesting the surrender for cancellation of all first mortgage bonds held as described in clause (I)(b) of such certificate.Supplemental Loan Agreement
Appears in 1 contract
Issuance, Delivery and Surrender of First Mortgage Bonds. (a) The obligation of the Company set forth in pursuant to Section 4.2 4.01 hereof to make repay the payments required therein loan made to it by the Issuer pursuant to Section 3.03 hereof may be evidenced, in whole or in part, prior to the Release Date, secured by the First Mortgage Bonds. The Company shall issue and deliver to the Issuer First Mortgage Bonds as provided in subsection (b) of this Section 4.3.
(b) Concurrently with the issuance and delivery by the Issuer of the Bonds, and, prior to the Release Date, in order to evidence the obligation of the Company under clauses Such First Mortgage Bonds shall (i) mature on the same date and (ii) of in the first sentence of Section 4.2(a) hereof to make payments pursuant thereto, the excess of the same principal amount of the First Mortgage Bonds to be applied to the payment of accrued interest on the Bonds, the Company shall issue and deliver to the Issuer a series of First Mortgage Bonds (i) maturing on the stated maturity date of as the Bonds, (ii) in a principal amount equal to 112% of bear interest at the principal amount of same rate and be payable at the same times as the Bonds, (iii) containing contain redemption provisions correlative to any the provisions of Section 4.02 and Section 4.03 of the Indenture relating to the Bonds requiring mandatory redemption thereofIndenture, and (iv) requiring subject to the provisions of Section 4.09(c) hereof, require payments of the principal thereof, or premium, if any, or interest thereon to be made to the Trustee for the account of the IssuerIssuer and the benefit of the Owners. Such First Mortgage Bonds shall be held, voted, transferred and surrendered by the Trustee subject to and in accordance with the respective provisions of this Agreement and the Indenture. Any moneys received by the Trustee with respect to First Mortgage Bonds shall be used to make the corresponding payment then due of principal of and premium, if any, and (v) bearing no interestinterest on the Bonds in accordance with the terms of the Bonds and the Indenture. Any proceeds of First Mortgage Bonds in excess of the amounts necessary to pay in full the principal of and premium, if any, and interest on the Bonds shall be remitted to the Company.
(c) The obligation Company shall receive a credit against its obligations to make any payment of principal of, or premium, if any, or interest on First Mortgage Bonds described in Section 4.09(b) hereof (whether at maturity, upon redemption or otherwise), and such obligations shall be fully or partially, as the case may be, satisfied and discharged, in an amount equal to the amount, if any, paid by the Company under Section 4.01 hereof, or otherwise satisfied or discharged, in respect of the principal of and premium, if any, and interest on the Bonds. The obligations of the Company to make any such payment of the principal of of, or premium, if any, or interest on the First Mortgage Bonds, whether at maturity, upon redemption or otherwise, Bonds shall be deemed to have been reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Issuer thereunder in respect of the principal of or premium, if any, or interest on the Bonds, all in accordance with the provisions of the Company Mortgagesuch credit.
(d) The Issuer shall not sellagrees that, assign or transfer if the Company's obligation under Section 4.01 hereof to repay the loan made to it pursuant to Section 3.03 hereof is secured by First Mortgage Bonds, except to the extent provided in Section 4.4 hereof. In view of the pledge and assignment referred to in said Section 4.4, the Issuer agrees that then (i) in satisfaction of the obligations of the Company set forth in paragraph (b) of this Section 4.3 with respect to the Bonds, the such First Mortgage Bonds shall be issued and delivered to, registered in the name of, of and held by the Trustee (or, subject to Section 5.11 of the Indenture, the Trustee's nominee) for the benefit of the owners and holders Owners from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the First Mortgage Bonds except to a successor trustee under the Indenture, and the Company shall surrender make all payments of principal of, or premium, if any, or interest on the First Mortgage Bonds to the Company Mortgage Trustees in accordance with Trustee as the provisions of subsections (e) and (g) of this Section 4.3registered owner thereof; and (iiiii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of an appropriate legend on each First Mortgage Bond and the issuance of stop-transfer instructions to the Company Mortgage Trustees Trustee or any other transfer agent under the Company Mortgage. Any action taken by the Trustee in accordance with the provisions of Section 9.13 of the Indenture shall be binding upon the Company.
(ea) At the time any Bonds cease to be outstanding (other than by reason Article V of the payment or redemption of First Mortgage Bonds and other than Original Loan Agreement is hereby amended by reason of the applicability of clause (c) revising Section 5.01 to read in the definition of "Outstanding" herein), the Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees First Mortgage Bonds in an aggregate principal amount equal to 112% of the aggregate principal amount of the Bonds which so cease to be outstanding.
(f) For the purpose of determining whether or not any payment of the principal of or premium, if any, or interest on the First Mortgage Bonds shall have been made in full, any moneys paid by the Company in respect of the First Mortgage Bonds which shall have been withdrawn by the Trustee from the Bond Fund pursuant to Section 6.1 of the Indenture shall be deemed to have been paid by the Company to the Trustee pursuant to Section 4.5 hereof and not to have been paid by the Company in respect of the First Mortgage Bonds.
(g) The Issuer shall cause the Trustee to surrender for cancellation to the Company Mortgage Trustees all First Mortgage Bonds delivered to and then held by the Trustee upon receipt by the Trustee ofits entirety as follows:
(i) a written request signed in the name of the Company by an Authorized Company Representative requesting such surrender for cancellation of such First Mortgage Bonds; and
(A) a written consent to such request signed by the Bond Insurer, or
(B) an officer's certificate signed by an Authorized Company Representative to the effect that:
(I) no first mortgage bonds are outstanding under the Company Mortgage other than (a) the First Mortgage Bonds delivered to and held by the Trustee pursuant to this Refunding Agreement and the Indenture, (b) first mortgage bonds held by Persons other than the Trustee under provisions which provide for the surrender for cancellation of such first mortgage bonds in a manner corresponding in all material respects to this Section 4.3(g), and (c) $109,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994-A, due July 2, 2017, $54,630,000 principal amount of First Mortgage Bonds, Collateral Series 1994-B, due July 2, 2017, and $29,290,000 principal amount of First Mortgage Bonds, Collateral Series 1994-C, due July 2, 2017 (collectively, the "Collateral Series Bonds"); and
(II) concurrently with the delivery of the request to the Trustee for the surrender for cancellation of the First Mortgage Bonds held by it, the Company is requesting the surrender for cancellation of all first mortgage bonds held as described in clause (I)(b) of such certificate.
Appears in 1 contract
