BOND PURCHASE AGREEMENT
BY AND AMONG
ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
ELXSI
AND
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Dated as of
September 24, 1997
RE:
$2,500,000 ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
INDUSTRIAL DEVELOPMENT REVENUE BONDS (ELXSI PROJECT), SERIES 1997
[ ]
BOND PURCHASE AGREEMENT
$2,500,000
ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
INDUSTRIAL DEVELOPMENT REVENUE BONDS (ELXSI PROJECT), SERIES 1997
This BOND PURCHASE AGREEMENT (this "Bond Purchase Agreement"), dated as of
September 24, 1997, among ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the
"Issuer"), a public body corporate and politic and an instrumentality of the
State of Florida, County of Orange, ELXSI (the "Company"), a California
corporation, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the
"Original Purchaser").
1. Background.
1. The Issuer proposes to enter into a Loan Agreement, dated as of
September 24, 1997 (the "Loan Agreement") with the Company pursuant to the terms
of which the Company agrees to make loan payments (the "Loan Payments") to the
Issuer equal to the principal of, premium, if any, and interest on the Issuer's
$2,500,000 Industrial Development Revenue Bonds (ELXSI Project) , Series 1997
(the "Bonds") issued in accordance with Chapter 159, Part II, Florida Statutes,
and other applicable provisions of law (the "Act"). The Issuer proposes to issue
and sell to the Original Purchaser the Bonds, the proceeds of which will be used
together with Company funds to finance the Project (as hereinafter defined).
The Bonds are being issued to provide funds which, together with
interest earnings thereon and certain other amounts, will be used to provide
funds to the Company in order (i) to acquire, construct, install and equip the
Company's new facility to be constructed at 0000 Xxx Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxx for the manufacture of video inspection and rehabilitation equipment for
wastewater and drainage systems, and to provide funds to finance improvements at
the Company's existing facility at 0000 Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx (the
"Project") and (ii) to pay certain costs of issuance.
2. The Bonds will be issued pursuant to a Bond Resolution (The "Bond
Resolution") adopted by the Issuer on September 23, 1997 and will be secured
under the Issuer's Trust Indenture, dated as of September 24, 1997 (the
"Indenture") with SunTrust Bank, Central Florida, National Association, as
trustee (the "Trustee"). The Bonds will be payable solely out of the Company's
Loan Payments under the Loan Agreement and other monies paid by the Company
thereunder. To evidence and to secure its obligation to make Loan Payments, the
Company will, under the Loan Agreement, deliver a promissory note (the "Note")
to the Trustee.
The Company will enter into a Mortgage and Security Agreement (the
"Mortgage") and a Security Agreement (the "Security Agreement") pursuant to
which the Company shall grant solely to the Trustee (as assignee of the Issuer)
a lien and security interest in the land, building and equipment comprising the
Project as security for the performance and observance of the Company's
obligations under the Loan Agreement and the Promissory Note dated September 24,
1997 in the principal amount of $2,500,000 (the "Note").
3. In order to induce the Original Purchaser to enter into this Bond
Purchase Agreement and purchase the Bonds at the price and bearing interest at
the rates set forth therein, the Company has joined in this Bond Purchase
Agreement.
2
4. The proceeds of the sale of the Bonds, excluding accrued interest,
are to be applied as set forth in the second paragraph of this Bond Purchase
Agreement. If the Bonds are sold, the Company will pay either from Bond proceeds
(up to 2% of the face amount of the Bonds) or from its own funds (i) the
financing costs of the Bonds, including the costs of preparing and reproducing
the Loan Agreement, the Indenture, the Bonds, the Bond Resolution of the Issuer,
this Bond Purchase Agreement and other documents; (ii) fees and disbursements of
bond counsel, counsel for the Company, the Issuer, the counsel for the Issuer,
the Trustee, counsel for the Trustee and counsel for the Original Purchaser; and
(iii) out-of-pocket costs incurred by the Original Purchaser and related to the
Project and/or the Bonds, including but not limited to, costs of real estate
appraisals, architect inspections, construction escrows, title policies and
environmental site assessments.
5. The professional advisors referred to in this Bond Purchase
Agreement are:
Counsel to Issuer: Xxxxxxx, Xxxxxxx & Xxxxx, P.A.
Orlando, Florida
Bond Counsel: Akerman, Senterfitt & Xxxxxx, P.A.
Orlando, Florida
Counsel to the Company: Lowndes, Drosdick, Doster, Xxxxxx &
Xxxx, P.A.
Orlando, Florida
Counsel to the Original Winston & Xxxxxx
Purchaser: Chicago, Illinois
2. Purchase, Sale and Closing. On the terms and conditions and in reliance
on the representations, warranties and covenants set forth herein and in the
Bond Documents, as defined in the Indenture, the Original Purchaser shall buy
from the Issuer, and the Issuer shall sell to the Original Purchaser, the Bonds.
The purchase price shall be $2,500,000 and shall be payable in immediately
available funds by wire transfer to the Trustee. Closing (the "Closing") will be
at the offices of Akerman, Senterfitt & Xxxxxx, P.A., at 10:00 A.M. prevailing
local time on September 24, 1997 or at such other place or other date or time as
may be agreed to by the parties hereto. At the Closing the Original Purchaser
will accept the delivery of the Bonds from the Issuer, and will make payment
therefor upon satisfaction of the conditions contained in this Bond Purchase
Agreement.
3. Representations and Warranties of the Issuer. The Issuer, by its
acceptance hereof, represents and warrants to the Original Purchaser that:
1. The Issuer is a local unit of special purpose government, duly
organized and established and validly existing under the Act and the
Constitution and laws of the State of Florida, with full legal right, power and
authority (1) to finance the Project, to execute and deliver and perform its
obligations under the Mortgage, Security Agreement, Loan Agreement, Indenture
and the other documents entered into by the Issuer in connection with the
issuance of the Bonds (the "Issuer Documents"), (2) to issue the Bonds, for the
purposes for which they are to be issued, (3) to secure the Bonds as provided by
the Indenture, (4) to enter into the obligations under the Bond Resolution, and
(5) to carry out and consummate all of the transactions contemplated by the Bond
Resolution and the Issuer Documents.
2. The Issuer has complied with the Bond Resolution, the Act, and the
Constitution and laws of the State of Florida in all matters relating to the
Bonds and the Issuer Documents
3. The Issuer has duly authorized and approved (1) the execution and
delivery, or adoption, as the case may be, and performance of the Bond
Resolution, the Issuer Documents and the Bonds, and (2) the taking of any and
all such action as may be required on the part of the Issuer to carry out, give
effect to and consummate the transactions contemplated by the Issuer Documents
and the Bonds.
4. Each of the Issuer Documents constitutes a legally valid and
binding obligation of the Issuer enforceable against the Issuer in accordance
with its respective terms, and, upon due authorization, execution and delivery
hereof and thereof by the parties thereto, will constitute the legal, valid and
binding obligation of the Issuer enforceable against the Issuer in accordance
with its respective terms.
5. When delivered to and paid for by the Original Purchaser at the
Closing in accordance with the provisions of this Bond Purchase Agreement, the
Bonds will have been duly authorized, executed, authenticated, issued and
delivered and will constitute legal, valid and binding special obligations of
the Issuer, conforming to the Act, and entitled to the benefit and security of
the Indenture.
6. Other than any approvals that might be required under the
securities laws of any state, no approval, permit, consent or authorization of,
or registration or filing with, any governmental or public agency or authority
or any other entity not already obtained or made, or to be made simultaneously
with the issuance of the Bonds, is required to be obtained by the Issuer in
connection with the issuance and sale of the Bonds, or the execution and
delivery by the Issuer of, or the due performance of its obligations under, the
Issuer Documents, the Bonds and the Bond Resolution, and any such approvals,
permits, consents or authorizations so obtained are in full force and effect.
7. No approval, permit, consent or authorization of any governmental
or public agency or any other entity not already obtained is required at this
time in connection with the acquisition, construction and equipping of the
Project.
8. The Issuer is not in breach of or in default under any applicable
constitutional provision, law or administrative regulation of the State of
Florida or the United States, the Bond Resolution, the Bonds, the Issuer
Documents or any applicable judgment or decree or any other loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the
Issuer is a party or to which the Issuer or any of its property or assets is
otherwise subject, that could have a materially adverse effect on the business
or operations of the Issuer, and no event of default by the Issuer has occurred
and is continuing under any such instrument.
9. The adoption of the Bond Resolution, the execution and delivery by
the Issuer of the Issuer Documents, the Bonds, and any other instrument to which
the Issuer is a party and which is used or contemplated for use in conjunction
with the transactions contemplated by the Bond Resolution, the Issuer Documents
or the Bonds, and the compliance with the provisions of each such instrument and
the consummation of any transactions contemplated hereby and thereby, will not
conflict with or constitute a breach of, or default under, any indenture,
commitment, agreement, or other instrument to which the Issuer is a party or by
which it is bound, or under any provision of the Constitution of the State of
Florida or any existing law, rule, regulation, Resolution, judgment, order or
decree to which the Issuer (or any of its members or officers in their
respective capacities as such) or its properties is subject.
10. There is no action, suit, hearing, inquiry or investigation, at
law or in equity, before or by any court, public board, agency or body, pending
or, to the best knowledge of the Issuer, threatened against or affecting the
Issuer or any of its supervisors in their respective capacities as such, in
which an unfavorable decision, ruling or finding would, in any material way,
adversely affect (1) the transactions contemplated by the Bond Resolution, the
Issuer Documents or the proceedings relating thereto, (2) the organization,
existence or
powers of the Issuer or any of its supervisors or officers in their respective
capacities as such, (3) the business, properties or assets or the condition,
financial or otherwise, of the Issuer, (4) the validity or enforceability of the
Issuer Documents or any other agreement or instrument to which the Issuer is a
party and which is used or contemplated for use in the transactions contemplated
hereby or by the Bond Resolution, (5) to the extent applicable, the exclusion
from gross income for federal income tax purposes of the interest on the Bonds,
(6) to the extent applicable, the exemption under the Act of the Bonds and the
interest thereon from taxation imposed by the State of Florida, (7) the
issuance, sale or delivery of the Bonds, or (8) the receipt and pledge of the
amounts pledged under the Indenture to pay the principal or premium, if any, or
interest on the Bonds.
11. The Issuer has not issued, assumed or guaranteed any indebtedness,
incurred any material liabilities, direct or contingent, or entered into any
contract or arrangement of any kind payable from or secured by a pledge of the
Trust Estate, as defined in the Indenture, with a lien thereon prior to or on a
parity with the lien of the Bonds.
12. The Issuer has not been notified of any listing or proposed
listing by the Internal Revenue Service to the effect that the Issuer is a bond
issuer whose arbitrage certifications may not be relied upon.
13. Any certificates signed by any official of the Issuer authorized
to do so shall be deemed a representation and warranty by the Issuer to the
Original Purchaser as to the statements made therein.
14. No representation or warranty by the Issuer in this Bond Purchase
Agreement nor any statement, certificate, document or exhibit furnished to or to
be furnished by the Issuer pursuant to this Bond Purchase Agreement or in
connection with the transactions contemplated hereby contains or will contain on
the date of Closing any untrue statement of a material fact or omits or will
omit a material fact necessary to make the statements contained therein, in the
light of the circumstances under which they were made, not misleading, provided,
however, that no representation is made with respect to information concerning
the Project, the Original Purchaser or the Company.
15. Rule 3E-400.003, Rules for Government Securities, promulgated by
the Florida Department of Banking and Finance, Division of Securities, under
Section 517.051(I), Florida Statutes ("Rule 3E-400.003"), requires the Issuer to
disclose each and every default as to the payment of principal and interest with
respect to an obligation issued by the Issuer after December 31, 1975. Rule
3E-400.003 further provides, however, that if the Issuer in good faith believes
that such disclosures would not be considered material by a reasonable investor,
such disclosures may be omitted.
The issuer, in the case of the Bonds (as well as certain other bonds
of the Issuer), is merely a conduit for payment, in that the Bonds do not
constitute a general debt, liability or obligation of the Issuer, but are
instead secured by payments of the Company under the Agreement and by other
security discussed herein. The Bonds are not being offered on the basis of the
financial strength of the Issuer. The Issuer believes, therefore, that
disclosure of any default related to a financing not involving the Company or
any person or entity related to the Company would not be material to a
reasonable investor. Accordingly, the Issuer has not taken affirmative steps to
contact the various trustees of other conduit bond issues of the Issuer to
determine the existence of prior defaults and although the Issuer is aware of
the existence of certain defaults (none of which, to the knowledge of the
Issuer, involve the Company or persons or entities related thereto), such
defaults are not described in this Bond Purchase Agreement. No obligations or
bonds as to which the Issuer is the direct obligor and which are not conduit
obligations are in default or have been in default as to the payment of
principal or interest.
16. That the Issuer is a public body corporate and politic of the
County of Orange (the "County"), State of Florida (the "State"), duly organized
and validly existing as such under the laws of the County and State, and its
members have been duly appointed.
4. Company's Representations and Warranties. The Company makes the
following representations and warranties, all of which will continue in effect
subsequent to the Closing:
1. That the Company is a corporation duly incorporated, organized and
existing under the laws of the State of California and is qualified to do
business in Florida and in each other jurisdiction in which the failure to so
qualify would have a material adverse effect on the Company, with full power to
execute and deliver the Loan Agreement, the Note, the Mortgage, the Security
Agreement, the Tax Certificate and attached Tax Questionnaire (the "Tax
Certificate"), dated as of September 24, 1997, the Environmental Indemnity
Agreement (the "Indemnity"), dated as of September 24 1997, from the Company to
and in favor of the Trustee, and this Bond Purchase Agreement.
2. That the Company has duly authorized the execution, delivery and
performance of the Loan Agreement, the Note, the Mortgage, the Security
Agreement, the Tax Certificate, the Indemnity and this Bond Purchase Agreement
and no approval or other action by any governmental authority is required in
connection with the execution or performance by the Company of the same, and
that neither the making nor the performance of the Loan Agreement, the Note, the
Mortgage, the Indemnity, the Security Agreement, the Tax Certificate or this
Bond Purchase Agreement will conflict with, violate or constitute a default
under (i) the Articles of Incorporation or By-Laws of the Company or (ii) any
indenture, mortgage, deed of trust, agreement or other instrument to which the
Company is a party or by which the Company or any of its properties may be bound
or any order, rule or regulation of any court or Federal or state regulatory
body or administrative agency having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization or order of any court or
government agency or body not already obtained is required for the consummation
of the transactions contemplated hereby.
3. That there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board or
body, pending or, to the knowledge of the Company, threatened against the
Company (or, to the knowledge of the Company, any meritorious basis therefor)
wherein an unfavorable decision, ruling or finding would have a material adverse
effect on the financial condition of the Company, the operation by the Company
of its properties, the acquisition, construction, installation and equipping or
operation of the Project, the transactions contemplated by this Bond Purchase
Agreement, the validity or enforceability of the Loan Agreement, the Indenture,
the Mortgage, the Security Agreement, the Tax Certificate, the Note, the
Indemnity or this Bond Purchase Agreement, or the corporate existence or powers
of the Company.
4. The officers of the Company and executing the Loan Agreement, the
Note, the Mortgage, the Indemnity, the Security Agreement, the Tax Certificate
and this Bond Purchase Agreement, as applicable, are duly and properly in office
and fully authorized to execute the same.
5. Except as disclosed to the Original Purchaser in writing prior to
the date hereof, the Company is not in breach of or default under, as
applicable, (i) the Security Agreement, the Mortgage, the Indemnity, the Tax
Certificate, the Loan Agreement, or the Note, (ii) any applicable state or
federal law or administrative regulation or any applicable judgment or decree
thereof, to the extent such breach or default would have a material adverse
effect on the financial condition of the Company, or the operations of the
Company, or any of its properties, (iii) any loan agreement, indenture, bond,
note, resolution, agreement or other instrument to which the Company is a party
or is otherwise subject, and (iv) no event has occurred and is continuing which,
with the passage of time or the giving of notice or both, would constitute an
event of default under any such instrument.
6. The Company lawfully owns and is lawfully possessed, and at the
Closing Date will so own and be so possessed, of its property, including but not
limited to the Project, and has, and at the Closing Date will have, fee simple
title and estate to such property, including but not limited to the Project,
subject only to
permitted liens which do not now, and will not as of the Closing Date,
materially adversely affect the operations or the properties of the Company.
7. Between the date hereof and the Closing Date, the Company will not,
without the prior written consent of the Original Purchaser, incur any material
liabilities, direct or contingent, other than in the ordinary course of
business.
8. The Company has complied in all material respects with all
applicable requirements of the United States and the relevant states, and of
their respective agencies and instrumentalities, to operate its respective
facilities substantially as they are being operated and are fully qualified by
all necessary permits, licenses, certifications, accreditations and
qualifications, including, without limitation, accreditation of its existing
facilities, and to conduct its business as it is presently being conducted.
5. Issuer's Covenants. To the extent that interest on the Bonds is or may
become excludable from gross income for federal income tax purposes, the Issuer
will refrain from taking any action, that results in the loss of the status of
the exclusion from gross income of interest on the Bonds for federal income tax
purposes.
6. Company's Covenants.
1. To the extent that interest on the Bonds is or may become
excludable from gross income for federal income tax purposes, the Company will
refrain from taking any action, or from permitting any action with regard to
which the Company may exercise control to be taken, that results in the loss of
the exclusion of the interest on the Bonds for federal income tax purposes.
2. (1) The Company hereby agrees to indemnify and hold harmless the
Issuer, its members, officers, attorneys and agents, the Original Purchaser and
each person, if any, who is an officer or employee of the Original Purchaser or
who controls the Original Purchaser within the meaning of the 1933 Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act") (the "Indemnified
Parties") against any and all losses, claims, damages, liabilities and expenses
(or actions in respect thereof) that arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact concerning the
Company, its facilities and the application of the proceeds of the Bonds, or
arise out of or are based upon the omission or alleged omission therefrom of any
statement or information concerning the Company, its facilities and the
application of the proceeds of the Bonds necessary to make the statements, in
light of the circumstances under which they were made, not misleading in any
material respect in and, to the extent of the aggregate amount paid in
settlement of any litigation commenced or threatened arising from a claim based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission if such settlement is effected with the written consent of the
Company, and further agrees to reimburse any legal or other expenses reasonably
incurred by any such Indemnified Party in connection with investigating or
defending any such loss, claim, damage, liability or action;
(2) The Company further agrees to indemnify and hold harmless the
Issuer, its members, officers, attorneys and agents and each person, if any, who
controls any of the foregoing within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act (also referred to herein as the "Indemnified
Parties"), against any and all losses, claims, damages, liabilities or expenses
whatsoever caused by or in any way related to (A) the use of the proceeds of the
Bonds, and (B) the execution and performance of this Bond Purchase Agreement,
the issuance and sale of the Bonds, actions taken under the Indenture, the Loan
Agreement, the Note, the Mortgage, the Security Agreement, the Assignment of
Rents, the Tax Certificate or any other cause whatsoever pertaining to the use
of the Bond proceeds and approval thereof under the Act;
(3) The Company, will assume the defense of any action against
any Indemnified Party based upon allegations of any such loss, claim, damage,
liability or action, including the
retention of counsel satisfactory to the Indemnified Party and the payment of
reasonable counsel fees and all other expenses relating to such defense;
provided, however, that any Indemnified Party may retain separate counsel in any
such action and may participate in the defense thereof at the expense of such
Indemnified Party unless the retention of separate counsel has been specifically
authorized by the Company; provided further, that if any Indemnified Party shall
have been advised by counsel experienced in such matters that there may be legal
defenses available to such Indemnified Party which are different from or in
addition to those available to the Company, then the Company shall not have the
right to assume the defense of such action on behalf of such Indemnified Party,
and in such event the reasonable fees and expenses of the Indemnified Party in
defending such action shall be borne by the Company; provided, further, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage, liability and expense arise out of or are based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
any such documents in reliance upon and in conformity with written information
furnished by any Indemnified Party specifically for use therein. The indemnity
contained herein will be in addition to any liability which the Company may
otherwise have and shall survive any termination of this Bond Purchase
Agreement, the offering and sale of the Bonds and the payment or provision for
payment of the Bonds;
(4) Promptly after receipt by an Indemnified Party of notice of
the commencement of any action, such Indemnified Party will, if a claim for
indemnity in respect thereof is to be made against the Company, notify the
Company of the commencement thereof, and thereupon the Company, (A) will assume
the defense thereof if and as required hereunder or (B) if not required to
assume such defense, will be entitled to participate in, and to the extent that
it may wish, to assume the defense thereof, with counsel reasonably satisfactory
to such Indemnified Party, except as otherwise provided in the preceding
paragraph.
7. Conditions of Closing. The Original Purchaser's obligation to purchase
the Bonds is subject to fulfillment of the following conditions at or before
Closing, any of which the Original Purchaser may waive:
1. The Issuer's and the Company's representations hereunder shall be
true on the date hereof and on and as of the Closing and shall be confirmed by
certificates dated as of the date of Closing, including but not limited to, a
certificate of the Company as to its continuing compliance with all agreements,
covenants and warranties, and the non-existence of any Event of Default under
the Indenture, the Loan Agreement, the Note, the Security Agreement, the
Mortgage, the Indemnity and the Tax Certificate.
2. Neither the Issuer nor the Company shall have defaulted in any
material respect in any of their covenants hereunder.
3. The Original Purchaser shall have received:
(1) an opinion and a supplemental opinion of Bond Counsel, dated
as of Closing, substantially in the form of Exhibit A-1 and A-2 hereto;
(2) an opinion of the Issuer's counsel, dated as of Closing,
substantially in the form of Exhibit B hereto;
(3) an opinion of counsel to the Company, dated as of Closing,
substantially in the form of Exhibit C-1 hereto and an opinion of counsel to
ELXSI Corporation substantially in the form of Exhibit C-2 hereto;
(4) a certified copy of the Bond Resolution;
(5) a copy of the following:
1. executed Indenture;
2. executed Loan Agreement;
3. executed Note;
4. executed Mortgage;
5. executed Security Agreement;
6. the Bonds;
7. executed Tax Certificate;
8. executed Indemnity; and
9. executed Guaranty Agreement dated as of September 24,
1997 between ELXSI Corporation and Bank of America
National Trust and Savings Association in form acceptable
to the Original Purchaser;
(6) evidence satisfactory to the Original Purchaser that an
A.L.T.A. Loan Policy of Title Insurance, insuring the Trustee and in an amount
equal to the aggregate principal amount of the Bonds (to the extent that the
proceeds of the Bonds are used for property insurable under such title policy,
otherwise in an amount equal to the property so insurable) insuring the
Company's title to the insurable portion of the Project, is in full force and
effect; and
4. The satisfaction by the Company and the Issuer of all conditions
required by Bond Counsel prior to the delivery of its Bond Counsel opinion in
connection with the issuance of the Bonds.
8. Events Permitting the Original Purchaser to Terminate. The Original
Purchaser may terminate its obligation to purchase the Bonds at any time before
Closing if any of the following occur:
1. any legislative, executive or regulatory action or any court
decision which, in the reasonable judgment of the Original Purchaser, casts
sufficient doubt on the legality of, obligations such as the Bonds so as to
materially impair the marketability or lower the market price of such
obligations;
2. a stop order, ruling, regulation or official statement by or on
behalf of the Securities and Exchange Commission shall be issued or made to the
effect that the issuance, offering or sale of the Bonds, or of obligations of
the general character of the Bonds as contemplated hereby, is in violation of
any provision of the 1933 Act, the 1934 Act or the Trust Indenture Act of 1919,
as amended;
If the Original Purchaser terminates its obligations hereunder because any
of the conditions specified in Sections 7 or 8 shall not have been fulfilled at
or before the Closing, such termination shall not result in any liability on the
part of the Issuer or the Original Purchaser.
9. Execution in Counterparts. This Bond Purchase Agreement may be executed
in any number of counterparts, all of which taken together shall be one and the
same instrument.
10. Notices and Other Actions. All notices, demands and formal actions
hereunder shall be in writing mailed, telegraphed or delivered to:
The Issuer:
Orange County Industrial
Development Authority
000 Xxxxxxxx Xx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
The Company:
ELXSI
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
The Original Purchaser:
Bank of America National Trust and Savings Association
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxx
11. Successors. This Bond Purchase Agreement will inure to the benefit of
and be binding upon the parties and their successors, and will not confer any
rights upon any other person.
[ ]
IN WITNESS WHEREOF, the Issuer, the Company and the Original Purchaser
intending to be legally bound, have caused their duly authorized representatives
to execute and deliver this Bond Purchase Agreement as of the date first written
above.
"ISSUER"
ORANGE COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By:
------------------------------------
Title:
------------------------------------
"COMPANY"
ELXSI
By:
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Title:
------------------------------------
"ORIGINAL PURCHASER"
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Xxxxxx X. Xxxxxxx
Title: Managing Director
