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HomeMy WebLinkAboutResolution No. 4624 -~ COUNCIL RESOLUTION 4624 A RESOLUTION OF THE CITY OF EUGENE, OREGON AUTHORIZING AIRPORT REVENUE REFUNDING BONDS. SERIES 2000 AND PROVIDING THE TERMS UNDER WHICH FUTURE AIRPORT REVENUE BONDS MAYBE ISSUED. DATE SUBMITTED: March 13,2000 PASSED: 5/0 OPPOSED: ABSENT: Nathanson, Meisner & Taylor REJECTED: DEFERRED TO: City of Eugene Lane County, Oregon Resolution No. 4624 (Master Airport Bond Resolution) Authorizes Airport Revenue Refunding Bonds, Series 2000 and provides terms for future Airport Revenue Bonds Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Table of Contents Page Definitions and Rules of Construction. ........................................................1 Deposit, Pledge and Use of Revenues .........................................................6 Bond Funds and Accounts........................................................................... 7 Rate Covenant. ............................................................................................. 9 Parity Obligations... .....................................................................................10 Subordinate Obligations.............................................................................. .12 Separate Facilities....................................................................................... .12 General Covenants...................................................................................... .13 Events of Default and Remedies................................................................ ..15 Amendment of Master Resolution.............................................................. .17 Defeasance.................................................................................................. .20 Book Entry, Redemption and Registration Provisions. ...............................20 The Series 2000 Bonds .............................................................................. ..23 Exhibit A - Form of Bond RESOLUTION NO. 4624 A RESOLUTION OF THE CITY OF EUGENE, OREGON AUTHORIZING AIRPORT REVENUE REFUNDING BONDS, SERIES 2000 AND PROVIDING THE TERMS UNDER WHICH FUTURE AIRPORT REVENUE BONDS MAY BE ISSUED. The City Council of the City of Eugene, Oregon, finds as follows: A. The City enacted Ordinance No. 19551 on Apri127, 1988, authorizing the issuance of its $8,170,000 Airport Revenue Bonds, Series 1988 pursuant to Oregon's Uniform Revenue Bond Act (ORS 288.805 to 288.945). B. It is now desirable to refund the Series 1988 Bonds and to deposit sufficient funds with their paying agent at closing to redeem and pay all outstanding Series 1988 Bonds; C. ORS 288.592 authorizes the City to issue refunding bonds, and the City adopts this resolution to provide the terms under which the refunding bonds, and future obligations having a lien on revenues of the Airport, may be issued. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eugene, a municipal corporation of the State of Oregon, as follows: Section 1. Definitions and Rules of Construction. 1.1 Definitions. Capitalized terms used in this Master Resolution shall have the following meanings unless the context clearly requires use of a different meaning: "Airport Debt Service Fund" means the Airport Debt Service Fund in the Municipal Airport Fund described in Section 3.2. "Airport" means all real property owned by the City and used to provide Airport services, now or hereafter acquired. "Annual Debt Service" means the amount required to be paid in a Fiscal Year of principal and interest on any Outstanding Bonds, calculated as follows: (A) Interest which is to be paid from Bond Proceeds shall be subtracted. (B) Bonds which are subject to scheduled, noncontingent redemption or tender shall be deemed to mature on the dates and in the amounts which are subject to mandatory redemption or tender, and only the amount scheduled to be outstanding on the final maturity date shall be treated as maturing on that date. (C) Each Series oflnterim Obligations shall be assumed to bear interest at their stated rate prior to their final maturity date. The principal amount of each Series oflnterim Obligations plus the interest due on that Series oflnterim Obligations at their final maturity date (the "Assumed Principal") shall be assumed to bear interest from the final maturity date of the Interim Obligations at the Interim Obligation Rate. The Assumed Principal shall be assumed to be paid in 40 equal semiannual payments which are sufficient to fully amortize the Assumed Principal, with interest at the Interim Obligation Rate. The first semiannual payment shall be due Page 1 - Resolution March 23, 2000 on the first day of December which is at least six months after the final maturity date of the Interim Obligations and subsequent semiannual payments shall be due on the following first days of June and December of each year. (D) Bonds which are subject to contingent redemption or tender shall be treated as maturing on their stated maturity dates. "Base Period" means any twelve consecutive months selected by the City out of the most recent eighteen months preceding the delivery of a Series of Parity Obligations. "BEO" means "book-entry-only" and refers to a system for clearance and settlement of securities transactions through electronic book-entry changes, which eliminates the need for physical movement of securities. "Bond Counsel" means a law firm having knowledge and expertise in the field of municipal law and whose opinions are generally accepted by purchasers of municipal bonds. "Bond Reserve Account" means the Bond Reserve Account in the Municipal Airport Fund described in Section 3.3. "Bonds" means the Series 2000 Bonds and any Parity Obligations. "Business Day" means any day except a Saturday, a Sunday, a legal holiday, a day on which the offices of banks in Oregon or New York are authorized or required by law or executive order to remain closed, or a day on which the New York Stock Exchange is closed. "City Council" means the City Council of the City. "City Official" means the City Manager or the person designated by the City Manager to act on behalf of the City under this Master Resolution. "City" means the City of Eugene, in Lane County, Oregon, a municipal corporation of the State of Oregon. "Code" means the Internal Revenue Code of 1986, as amended, including the rules and regulations promulgated thereunder. "Credit Facility" means a letter of credit, a municipal bond insurance policy, a surety bond, standby bond purchase agreement or other credit enhancement device which is obtained by the City to secure Bonds, and which is issued or provided by a Credit Provider whose long-term debt obligations or claims-paying ability ( as appropriate) are rated one of the two highest rating categories by a Rating Agency which rated the Bonds secured by the Credit Facility. "Credit Provider" means a person or entity providing a Credit Facility. "Direct Obligations" means direct obligations of the United States, and any obligations the payment of which is fully and unconditionally guaranteed by the United States. Page 2 - Resolution March 23, 2000 "DTC" means The Depository Trust Company or any other qualified securities depository designated by the City as its successor. "Event of Default" means any event specified in Section 9.2. "Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June 30, or as otherwise defined by State law. "Gross Revenues" means all fees, charges, and other revenues resulting from the operation of the Airport which are received after the date of this Master Resolution, including interest earnings on Gross Revenues in the Municipal Airport Fund, except the following: (A) the interest income or other earnings derived from the investment of any escrow fund established for the defeasance or refunding of outstanding indebtedness of the City; (B) moneys received by the City from any State or Federal Agency or other person if such moneys are restricted by law or the grantor to uses inconsistent with the payment of Bonds; (C) the proceeds of any borrowing; (D) the proceeds of any liability, casualty or other insurance (except business interruption insurance or other insurance oflike nature insuring against the loss of revenues); (E) the proceeds derived from the sales of assets pursuant to Section 8.8; (F) any ad valorem, income, sales or similar taxes imposed by the City; (G) passenger facilities charges and interest on passenger facilities charges; and (H) any Separate Facility Payments. "Interest Payment Date" means any date on which Bond interest is due. "Interim Obligation Rate" means the most recently published Bond Buyer Revenue Bond Index Rate published in the Daily Bond Buyer, or, if that index rate ceases to be available, a reasonably comparable index rate selected by the City. "Interim Obligations" means any Parity Obligations which mature within three years or less after they are issued, and which are designated as "Interim Obligations" in the authorizing documents of the City. "Master Resolution" means this resolution authorizing the issuance of airport revenue bonds. "Maximum Annual Debt Service" means the greatest Annual Debt Service, calculated on all Bonds which are Outstanding on the date of calculation. "Municipal Airport Fund" means the collection of funds and accounts used by the City to hold the Gross Revenues. "Net Revenues" means the Gross Revenues less the Operating Expenses. "Operating Expenses" means all costs which are properly treated as expenses of operating and maintaining the Airport, including (but not limited to) overhead transfers and franchise fees. However, Operating Expenses do not include: (A) any rebates or penalties paid from Gross Revenues under Section 148 of the Code; Page 3 - Resolution March 23, 2000 (B) payments of judgments against the City and payments for the settlement of litigation; (C) depreciation and amortization of property values or losses; (D) all amounts treated for accounting purposes as payments for capital expenditures including transfers to other funds for capital purposes; (E) debt service payments; and, (F) the expenses of owning, operating or maintaining any Separate Facilities. "ORS" means the Oregon Revised Statutes. "Outstanding" refers to all Bonds authorized and delivered pursuant to this Master Resolution and any Supplemental Resolution except Bonds theretofore canceled or defeased pursuant to Section 10.3. "Owner" means a registered Owner of a Bond. "Parity Obligation" means any obligation payable from the Net Revenues which is issued in accordance with Section 5 on a parity oflien with the Series 2000 Bonds. "Payment Date" means a Principal Payment Date or an Interest Payment Date. "Permitted Investments" means any investments which the City is permitted to make under the laws of the State. "Principal Payment Date" means any date on which any Bond principal is due, whether by virtue of their maturity or by redemption. "Qualified Consultant" means an independent engineer, an independent auditor, an independent financial advisor, independent airport consultant, or similar independent professional consultant of recognized standing and having experience and expertise in the area for which such person or firm is retained by the City for purposes of performing activities specified in this Master Resolution or any Supplemental Resolution. "Rating Agency" means Fitch Investors Service, Inc., Moody's Investors Service, Standard & Poor's Corporation, their successors and assigns, or any other nationally recognized financial rating Agency which has rated Outstanding Bonds or a Credit Facility at the request of the City. "Registrar" means the registrar and paying agent for the Bonds, which is BNY Western Trust on the date of adoption of this Master Resolution. "Reserve Credit Facility" means a Credit Facility issued for the purpose of funding, in lieu of cash, all or any portion of the Reserve Requirement, under which the Credit Provider agrees to unconditionally provide the City with funds to transfer to the Bond Reserve Account if amounts are required to be withdrawn from that account to pay Bond principal, interest or premmm. Page 4 - Resolution March 23, 2000 "Reserve Requirement" means the lesser of Maximum Annual Debt Service on all Outstanding Bonds or the amount described in the next sentence. If, at the time of issuance of a Series of Bonds, the amounts required to be added to the Bond Reserve Account to make the balance in the Bond Reserve Account equal to the Maximum Annual Debt Service exceeds the Tax Maximum calculated with respect to that Series, then the Reserve Requirement means the Reserve Requirement which is in effect immediately preceding the date of issuance of the Series of Bonds (calculated as if the Series of Bonds were not Outstanding), plus the Tax Maximum for the Series of Bonds. "Security" means the Net Revenues, all amounts deposited in the Airport Debt Service Fund and the Bond Reserve Account, and any amounts available to be drawn under a Reserve Credit Facility. "Separate Facility Bonds" means bonds which are issued in compliance with Section 7.2 and are payable solely from Separate Facility Payments. "Separate Facility Payments" means payments made to the City to pay Separate Facility Bonds and the related costs, fees and expenses of the City. Separate Facility Payments must be in addition to, and separate from, the ground lease rentals described in Section 7.1. "Series 1988 Bonds" means the City's Airport Revenue Bonds, Series 1988. "Series 2000 Bonds" means the City's Airport Revenue Bonds, Series 2000 which are authorized by Section 13. "Series" refers to all Bonds or Parity Obligations authorized by a single resolution and delivered in exchange for payment on the same date, regardless of variations in maturity, interest rate or other provisions, unless the resolution authorizing the Parity Obligations specifies otherwise. "State" means the State of Oregon. "Subordinate Obligations Account" means the Subordinate Obligations Account ofthe Municipal Airport Fund which is described in Section 3.4. "Subordinate Obligations" means obligations having a lien on the Net Revenues which is subordinate to the lien of the Bonds. Restrictions on Subordinate Obligations are described in Section 6. "Supplemental Resolution" means any resolution which supplements or amends this Master Resolution, entered into by the City in compliance with Section 10. "Tax Maximum" means, for any Series of Bonds, the lesser of: the greatest amount of principal, interest and premium, if any, required to be paid in any Fiscal Year on such Series; 125% of average amount of principal, interest and premium, if any, required to be paid on such Series during all Fiscal Years in which such Series will be Outstanding, calculated as of the date of issuance of such Series; or, ten percent of the proceeds of such Series, as "proceeds" is defined for purposes of Section 148( d) of the Code. Page 5 - Resolution March 23, 2000 "Transfer Date" means the Business Day preceding each Payment Date. "Valuation Date" means June 30 of each year (or the first Business Day thereafter, if July 1 is not a Business Day) and any date on which amounts are withdrawn from the Bond Reserve Account pursuant to Section 3.3(A). 1.2 Rules of Construction. In determining the meaning of provisions of this Resolution, the following rules shall apply unless the context clearly requires application of a different meaning: (A) References to section numbers shall be construed as references to sections of this Master Resolution. (B) References to one gender shall include all genders. (C) References to the singular include the plural, and references to the plural include the singular. (D) Generally accepted accounting principles which apply to enterprises such as the Airport shall be applied to determine the meaning of the provisions of this Master Resolution whenever that is reasonable. Section 2. Deposit, Pledge and Use of Revenues 2.1 Deposit. All Gross Revenues shall be deposited to and maintained in the Municipal Airport Fund, and shall be used only as described in this Section as long as any Bonds remain Outstanding. All Gross Revenues in the Municipal Airport Fund (other than amounts credited to the Bond Reserve Account) shall be used on or before the following dates for the following purposes in the following order of priority: (A) At any time to pay Operating Expenses which are then due; (B) On each Transfer Date, the City shall deposit in the Airport Debt Service Fund an amount sufficient to pay all Bond principal, interest and premium which is due on the following Payment Date; (C) On each Transfer Date specified in Section 3.3(B) and Section 3.3(C), the City shall deposit in the Bond Reserve Account the amounts required by those sections; (D) On the day on which any rebates or penalties for Bonds are due to be paid to the United States pursuant to Section 148 of the Code, the City shall pay the amounts due from the Net Revenues; (E) After all transfers and payments having a higher priority under this section have been made, the City may transfer to the Subordinate Obligations Account the Net Revenues required by the proceedings authorizing the Subordinate Obligations; (F) After all transfers and payments having a higher priority under this section have been made, the City may transfer or spend Net Revenues for any other lawful purpose. Page 6 - Resolution March 23, 2000 2.2 Pledge. The City hereby pledges the Security to the payment of principal of, premium (if any) and interest on all Bonds. In addition, the City hereby pledges the Net Revenues available for deposit in the Bond Reserve Account to pay amounts due under any Reserve Credit Facility. Pursuant to ORS 288.594, these pledges hereby made by the City shall be valid and binding from the time of the adoption of this Master Resolution. The amounts so pledged and hereafter received by the City shall immediately be subject to the lien of such pledge without any physical delivery or further act, and, except as provided in the next sentence, the lien of the pledge shall be superior to all other claims and liens whatsoever to the fullest extent permitted by ORS 288.594(2). The lien of the Bonds on the Security shall be subordinate to the lien of the Series 1988 Bonds until the Series 1988 Bonds are paid. At closing of the Series 2000 Bonds, the City shall deposit sufficient funds to redeem and pay all then outstanding Series 1988 Bonds with the paying agent for the Series 1988 Bonds. Section 3. Bond Funds and Accounts 3.1 Obligation to Maintain Accounts. So long as Bonds are Outstanding, the City shall maintain the Airport Debt Service Fund and the Bond Reserve Account as discrete accounts in the Municipal Airport Fund. If the City issues Subordinate Obligations, the City shall create and maintain a Subordinate Obligations Account in the Municipal Airport Fund for as long as Subordinate Obligations are Outstanding. 3.2 Airport Debt Service Fund. The Airport Debt Service Fund shall be held by the City. Until all Bonds are paid or defeased, amounts in the Airport Debt Service Fund shall be used only to pay Bonds. On each Transfer Date the City shall transfer to the Airport Debt Service Fund Net Revenues in an amount sufficient to pay all Bond principal, interest and premium, if any, which are due on the following Payment Date. 3.3 Bond Reserve Account. Amounts credited to the Bond Reserve Account shall be used only to pay Bonds, and only if Net Revenues in other accounts of the Municipal Airport Fund are insufficient. (A) If, on any Transfer Date the Net Revenues available for transfer to the Airport Debt Service Fund pursuant to Section 2.1 (B) are not sufficient to pay all Bond principal, interest and premium which are due on the following Payment Date, the City shall transfer the amount of the deficiency from the Bond Reserve Account to the Airport Debt Service Fund on that Transfer Date. (B) If an amount is withdrawn from the Bond Reserve Account pursuant to Section 3.3(A), the City shall make substantially equal semi-annual transfers of Net Revenues to the Bond Reserve Account on each Transfer Date, beginning as soon as practicable and not later than the first Transfer Date which is at least seven months after the date of the withdrawal, and continuing until the balance in the Bond Reserve Account is equal to the Reserve Requirement. Each transfer shall be in an amount at least equal to one-third of the sum of the amount which is withdrawn from the Bond Reserve Account plus any interest, fees or penalties owed under a Reserve Credit Facility. Page 7 - Resolution March 23. 2000 (C) If the value of cash, Permitted Investments and any Reserve Credit Facility is less than the Reserve Requirement on a Valuation Date for reasons other than a transfer pursuant to Section 3.3(A), the City shall transfer Net Revenues to the Bond Reserve Account in an amount equal to the deficiency, not later than the first Transfer Date which occurs at least four months after the Valuation Date. (D) If the value of the investments in the Bond Reserve Account on a Valuation Date exceeds the Reserve Requirement, the City may transfer the excess to any account of the Municipal Airport Fund. (E) Transfers to the Bond Reserve Account pursuant to Section 2.1 (C) shall be applied first, to reimburse the Providers of any Reserve Credit Facilities pro rata for amounts advanced under the Reserve Credit Facility; second, to replenish the balance in the Bond Reserve Account with cash or Permitted Investments; and third to pay any other amounts owed under a Reserve Credit Facility (including any interest, fees and penalties associated with any draw under a Reserve Credit Facility). (F) Amounts in the Bond Reserve Account shall be invested in Permitted Investments which mature no later than the final maturity date of the Bonds. (G) Earnings on the Bond Reserve Account shall be credited to the Bond Reserve Account whenever the balance in that account is less than the Reserve Requirement. Otherwise earnings may be credited to any account of the Municipal Airport Fund specified by the City. (H) Permitted Investments in the Bond Reserve Account shall be valued on each Valuation Date in the following manner: (1) Cash and investments in demand deposits, deposits in the City's common investment pool, and the Oregon Short Term Fund (the Oregon Local Government Investment Pool) shall be valued at their face amount, plus accrued interest; (2) Permitted Investments which mature in two years or less after the Valuation Date shall be valued at their purchase price, less any portion of the purchase price which is allocable to accrued interest; (3) Reserve Credit Facilities shall be valued at the amount which is available to be drawn or paid under them; (4) Permitted Investments which mature more than two years after the Valuation Date and for which bid and asked prices are published on a regular basis in the Wall Street Journal (or, ifnot there, then in the New York Times) shall be valued at the average of their most recently published bid and asked prices; (5) Investments which mature more than two years after the Valuation Date and for which the bid and asked prices are not published on a regular basis in the Wall Street Journal or the New York Times shall be valued at the average bid price quoted by any two nationally recognized government securities dealers (selected Page 8 - Resolution March 23, 2000 by the City in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (6) Certificates of deposit and bankers acceptances which mature more than two years after the Valuation Date shall be valued at their face amount, plus accrued interest; and, (7) Any investment which is not specified above and which matures more than two years after the Valuation Date shall be valued at its fair market value as reasonably estimated by the City. (I) Withdrawals from the Bond Reserve Account shall be made in the following order of priority: (1) First, from any cash on deposit in the Bond Reserve Account; (2) Second, from the liquidation proceeds of any Permitted Investments on deposit in such Bond Reserve Account; and (3) Third, from moneys drawn or paid pro-rata under any Reserve Credit Facilities. (J) Amounts on deposit in the Bond Reserve Account may be applied to the final payment (whether at maturity, by prior Redemption or by means of a defeasance as provided in Section 11) of a Series of Bonds, so long as the value remaining in the Bond Reserve Account thereafter is at least equal to the Reserve Requirement for all Bonds which will be Outstanding thereafter. (K) Any Supplemental Resolution authorizing the issuance of a Series of Parity Obligations shall require a deposit into the Bond Reserve Account in an amount sufficient to make the balance in the Bond Reserve Account at least equal to the Reserve Requirement on the date of closing of that Series of Bonds, with that Series of Parity Obligations treated as Outstanding. 3.4 Subordinate Obligations Account. If the City issues Subordinate Obligations, the City shall create and maintain the Subordinate Obligations Account as long as the Subordinate Obligations are outstanding. The Subordinate Obligations Account may be divided into sub accounts, and the City may establish priorities for funding the subaccounts in the Subordinate Obligations Account. Net Revenues shall be deposited into the Subordinate Obligations Account only as permitted by Section 2.1 (E). Earnings on the Subordinate Obligations Account" shall be credited as provided in the proceedings authorizing the Subordinate Obligations. Net Revenues in the Subordinate Obligations account are pledged to pay the Bonds. Section 4. Rate Covenant. 4.1 Basic Rate Covenant. The City covenants for the benefit of the Owners that it will establish and maintain rates and charges in connection with the operation of the Airport which are sufficient, with other available funds, to permit the City to pay all Operating Expenses and all Page 9 - Resolution March 23, 2000 lawful charges against the Net Revenues, and to make all transfers required by this Master Resolution to the Airport Debt Service Fund and the Bond Reserve Account. 4.2 Coverage Covenant. The City covenants for the benefit of the Owners of all Bonds that it shall charge rates and fees in connection with the operation of the Airport which, when combined with other Gross Revenues, are adequate to generate Net Revenues in each Fiscal Year at least equal to one hundred and twenty-five percent (125.00%) of Annual Debt Service due in that Fiscal Year. 4.3 Report. Not later than one-hundred eighty (180) days after the end of each fiscal year, a City Official shall file a report in the City Manager's office, signed by an City Official, which demonstrates whether the City has complied with Section 4 during that fiscal year. If the report demonstrates that the City has not complied with Section 4 during that fiscal year, it shall not constitute an Event of Default if: (A) within thirty days after the report is filed, the City engages the services of a Qualified Consultant; and, (B) within sixty days after the report is filed, the Qualified Consultant recommends a schedule of rates and charges or other actions which the Qualified Consultant reasonably projects will permit the City to comply with Section 4 for the then current fiscal year; and, (C) Within ninety days after the report is filed the City implements the recommendations of the Qualified Consultant. Section 5. Parity Obligations 5.1 General Requirements. The City may issue Parity Obligations to provide funds for any purpose relating to the Airport, but only if: (A) No Event of Default under this Master Resolution or any Supplemental Resolution has occurred and is continuing. (B) At the time of the issuance of the proposed Parity Obligations, the balance in the Bond Reserve Account is at least equal to the Reserve Requirement, calculated as if the proposed Parity Obligations are Outstanding. (C) The Supplemental Resolution authorizing the issuance of the proposed Parity Obligations contains a covenant requiring the City to charge rates and fees in connection with the operation of the Airport which comply with Sections 4.1 and 4.2. (D) There shall have been filed with the City either: (1) a certificate of the City Official stating that Net Revenues (adjusted as provided in Section 5.2) for the Base Period were not less than one hundred twenty-five percent (125.00%) of the of the Maximum Annual Debt Service on all Bonds Page 10 - Resolution March 23, 2000 which are Outstanding on the date the proposed Parity Obligations are issued, with the proposed Parity Obligations treated as Outstanding; or, (2) a certificate or opinion of a Qualified Consultant stating: '(a) the amount of the Adjusted Net Revenues computed as provided in Section 5.3 below for the first Fiscal Year in which interest or principal is scheduled to be paid on the proposed Parity Obligations, and each of the four ensuing Fiscal Years; and, (b) that the amount shown in Section 5. 1 (D)(2)(a) for the first Fiscal Year in which interest or principal is scheduled to be paid on the proposed Parity Obligations, and each of the three ensuing Fiscal Years is not less than one hundred twenty-five percent (125.00%) of the Annual Debt Service for the corresponding Fiscal Year on all Bonds which are Outstanding on the date the proposed Parity Obligations are issued, with the proposed Parity Obligations treated as Outstanding; and, (c) that the amount shown in Section 5. 1 (D)(2)(a) for the fifth Fiscal Year is not less than one hundred twenty-five percent (125.00%) of the Maximum Annual Debt Service on all Bonds which are Outstanding on the date the proposed Parity Obligations are issued, with the proposed Parity Obligations treated as Outstanding. 5.2 Adjustments to Net Revenues. Net Revenues may be adjusted for purposes of Section 5.1(D)(1) by adding any Net Revenues the City Official calculates the City would have had during the Base Period because of increases in Airport rates, fees and charges which took effect after the beginning of the Base Period. However, no adjustment shall be made for these increases unless they have been approved by the City prior to delivery of the proposed Parity Obligations and are required to take effect not later than the delivery date of the proposed Parity Obligations. 5.3 Adjusted Net Revenues. Adjusted Net Revenues for purposes of Section 5.1(D)(2) shall be computed by adjusting the Net Revenues for the Base Period in any of the following ways: (A) if the proposed Parity Obligations are being issued for the purpose of acquiring Airport properties having an earnings record, the Qualified Consultant may estimate the effect on "the Net Revenues for the Base Period as if the Airport utility properties had been part of the Airport during the Base Period. The estimate shall be based on the operating experience and records of the City and any available financial records relating to the Airport utility properties which will be acquired. (B) to reflect any changes in rates and charges adopted by the City, which were not in effect during the entire Base Period, and which are in effect on the date of sale and delivery of the proposed Parity Obligations. Page 11 - Resolution March 23, 2000 (C) to reflect any Airlines, flights or operations which began at the Airport after the beginning of the Base Period and prior to the date of the Qualified Consultant's certificate. (D) if extensions of or additions to the Airport are in the process of construction on the date of the Qualified Consultant's certificate, or if the proceeds of the proposed Parity Obligations being issued are to be used to acquire or construct extensions of or additions to the Airport, to reflect any additional Net Revenues not included in the preceding paragraphs that the Qualified Consultant projects will be derived from such additions and extensions (after deducting the estimated increase in operating and maintenance expenses resulting from such additions and extensions). 5.4 Refunding Exception. The City may issue Parity Obligations to refund Outstanding Bonds without complying with Section 5.1 if the refunded Bonds are defeased on the date of delivery of the refunding Parity Obligations and if the Annual Debt Service on the refunding Parity Obligations does not exceed the Annual Debt Service on the refunded Bonds in any Fiscal Year by more than $5,000. In addition, Parity Obligations may be issued to refund Interim Obligations without complying with Section 5.1 if the refunded Interim Obligations are defeased on the date of delivery of the refunding Parity Obligations and the refunding Parity Obligations bear interest at fixed rates, have approximately level annual debt service, and mature serially over thirty years. 5.5 Lien of Parity Obligations on Net Revenues. All Parity Obligations issued in accordance with this Section shall have a lien on the Net Revenues which is equal to the lien of all other Outstanding Bonds. Section 6. Subordinate Obligations The City may issue Subordinate Obligations only if: 6.1 Limitation on Payment. The Subordinate Obligations are payable solely from amounts permitted to be deposited in the Subordinate Obligations Account pursuant to Section 2.1 (E). 6.2 No Acceleration. The Subordinate Obligations are not subject to acceleration on default or contingent mandatory redemption. 6.3 Statement of Lien Status. The Subordinate Obligations state clearly that they are secured by a lien on or pledge of the Net Revenues which is subordinate to the lien on, and pledge of, the Net Revenues for the Bonds. Section 7. Separate Facilities 7.1 Ground Leases. (A) The City may enter into ground leases for property which is part of the Airport. Except as provided below in Section 7.1 (B), the City must determine, prior to execution of the ground lease, that: Page 12 - Resolution March 23, 2000 (1) The provisions of the ground lease and the rental payments due under it are reasonable, considering the term of the ground lease, the uses to be made of the property under the ground lease, and then current rental rates for ground leased property in the area; and, (2) The use of the ground leased property will not compete with other activities at the Airport in a way that is likely to reduce the Gross Revenues. (B) The City has entered into ground leases and similar agreements which require the lessee or user to pay rentals or other payments which are below market or nominal in value. These existing transactions shall not be deemed to violate the requirements of this Master Resolution. In addition, the City reserves the right in the future to enter into ground leases and similar agreements which require the lessee or user to pay rentals or other payments which are below market or nominal in value, but only ifno Separate Facility Bonds are issued in connection with the facilities on the affected property, and the City determines that the activities to be conducted on the affected property will benefit the Airport, will not reduce the Gross Revenues substantially below the level the City would otherwise receive, and will not interfere with the ability of the City to comply with Section 4. 7.2 Separate Facility Bonds. The City may allow users of Airport property to finance facilities at the Airport using their own revenues and the revenues of their facilities at the Airport, without securing the financing with the Net Revenues. This Master Resolution permits the City to finance those facilities with Separate Facility Bonds. To permit Separate Facility Bonds the City must enter into a ground lease for the affected Airport property, which requires the user to pay reasonable rentals; rental payments under such a ground lease will be part of the Gross Revenues, but payments made by the user to pay the Separate Facility Bonds will not be part of Gross Revenues. The City may issue Separate Facility Bonds to finance the improvement of Airport property which is subject to a ground lease described in Section 7.1(A). No rentals from a ground lease described in Section 7.1, and no Gross Revenues from any other portion of the Airport may be pledged or used to pay the Separate Facility Bonds. Section 8. General Covenants The City hereby covenants and agrees with the Owners of all Outstanding Bonds as follows: 8.1 Payment of Bonds. That it will promptly cause the principal, premium, if any, and interest on the Bonds to be paid as they become due in accordance with the. provisions of this Master Resolution and any Supplemental Resolution. 8.2 Books and Records. That it will maintain complete books and records relating to the operation of the Airport and all City funds and accounts in accordance with generally accepted accounting principles applicable to the Airport, and will cause such books and records to be audited annually at the end of each Fiscal Year, and an audit report prepared and made available for the inspection of Owners. When this Master Resolution requires that amounts of Gross Revenues, Operating Expenses, Net Revenues and similar revenues or expenses be determined, Page 13 - Resolution March 23, 2000 those amounts shall be determined using generally accepted accounting principles which apply to enterprises such as the Airport, such as accrual basis accounting. 8.3 No Superior Liens. That it will not issue Bonds or other obligations having a claim superior to the claim of the Bonds upon the Net Revenues. 8.4 Payment of Taxes and Discharge of Liens. The City shall pay, or cause to be paid, any ad valorem taxes and other charges which may become a lien on the Airport, prior to the foreclosure of any such lien. This provision shall not prevent the City or any user of the Airport from reasonably contesting the amount or applicability of any taxes or other charges. 8.5 Deposits. That it will promptly deposit into all funds and accounts all sums required to be so deposited. 8.6 Operation of the Airport. That it will operate the Airport as a revenue producing enterprise, in a sound and efficient manner, and shall maintain the Airport in good repair, working order and condition, in conformity with the standards customarily followed in the aviation industry for airports of similar size and character to the Airport. 8.7 Insurance. That it will: (A) to the extent that such insurance is available on reasonable terms and at a reasonable cost, maintain in full force and effect a property insurance policy with an A + rated insurance company. This policy will provide "All Risk" insurance coverage including earthquake and flood insurance on all buildings and personal property owned by the City of Eugene. This property insurance shall be written on a replacement costs basis. (B) If the insurance described in Section 8.8(A) is not available on reasonable terms and at a reasonable cost, the City will at all times maintain with responsible insurers such insurance on the Airport as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to such works or properties. Insurance described in this Section 8.7(B) shall be in the form of policies or contracts for insurance with insurers of good standing and shall be payable to the City, or in the form of self-insurance by the City. The City shall establish such fund or funds or reserves which it deems are necessary to provide for its share of any such self-insurance. (C) The net proceeds of insurance against accident to or destruction of the Airport shall be used to repair, rebuild, improve or expand the Airport, and to the extent not so applied, will be applied to the payment or redemption of the Bonds on a pro rata basis. 8.8 Sale or Transfer of Airport Property. The City will not, nor will it permit others to, sell, mortgage, lease or otherwise dispose of or encumber all or any portion of the Airport except: (A) The City may dispose of all or substantially all of the Airport, only if the City pays all Bonds or defeases them pursuant to Section 11. Page 14 - Resolution March 23, 2000 (B) The City may execute leases, licenses and easements for reasonable charges in the normal course of operating the Airport, and may permit related leasehold mortgages. Ground leases must comply with the requirements of Section 7.1 (C) The City may dispose of any portion of the Airport that has become unserviceable, inadequate, obsolete, or unfit to be used or no longer necessary for use in the operation of the Airport. (D) Except as permitted by Sections 8.8(A),8.8(B) and 8.8(C), the City will not dispose of any part of the Airport in excess of five percent (5.0%) of the value of the Airport in service unless prior to such disposition either: (1) there has been filed with the City a certificate of a Qualified Consultant stating that such disposition will not impair the ability of the City to comply with the rate covenants contained in Section 4.1 and Section 4.2; or (2) provision is made for the payment, redemption or other defeasance of a principal amount of Bonds equal to the greater of the following amounts: (d) An amount which will be in the same proportion to the net principal amount of Bonds then Outstanding (defined as the total principal amount of Bonds then Outstanding less the amount of cash and investments in the Bond Reserve Account) that the Gross Revenues attributable to the part of the Airport sold or disposed of for the 12 preceding months bears to the total Gross Revenues for such period; or ( e) An amount which will be in the same proportion to the net principal amount of Bonds then Outstanding that the book value of the part of the Airport sold or disposed of bears to the book value of the Airport immediately prior to such sale or disposition. (E) If the Ownership of all or part of the Airport is transferred from the City through the operation oflaw, the City shall to the extent authorized by law, reconstruct or replace such transferred portion using any proceeds of the transfer unless the City Council reasonably determines that such reconstruction or replacement is not in the best interest of the City and the Owners, in which case any proceeds shall be used for the payment, redemption or defeasance of the Bonds. Section 9. Events of Default and Remedies 9.1 Continuous Operation Essential. The City Council of the City hereby finds and determines that the continuous operation of the Airport during reasonable business hours and the collection, deposit and disbursement of the Net Revenues in the manner provided in this Master Resolution and in any Supplemental Resolution are essential to the payment and security of the Bonds, and the failure or refusal of the City to perform the covenants and obligations contained in this Master Resolution or any such Supplemental Resolution will endanger the necessary continuous operation of the Airport and the application of the Net Revenues to the operation of the Airport and the payment of the Bonds. Page 15 - Resolution March 23, 2000 9.2 Events of Default. The following shall constitute "Events of Default": (A) If the City shall fail to pay any Bond principal or interest when due, either at maturity, upon exercise of a right of tender, by proceedings for redemption or otherwise; (B) Except as provided in Sections 4.3 and 9.3, if the City shall default in the observance and performance of any other of its covenants, conditions and agreements in this Master Resolution, if such default continues for sixty (60) days after the City receives a written notice, specifying the Event of Default and demanding the cure of such default, from the Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds Outstanding; (C) If an order, judgment or decree shall be entered by any court of competent jurisdiction: (1) appointing a receiver, trustee or liquidator for the City or the whole or any part of the Airport; (2) approving a petition filed against the City seeking the bankruptcy, arrangement or reorganization of the City under any applicable law of the United States or the State; or (3) assuming custody or control of the City or of the whole or any part of the Airport under the provisions of any other law for the relief or aid of debtors and such order, judgment or decree shall not be vacated or set aside or stayed (or, in case custody or control is assumed by said order, such custody or control shall not be otherwise terminated) within sixty (60) days from the date of the entry of such order, judgment or decree; or (D) If the City shall: (1) admit in writing its inability to pay its debts generally as they become due; (2) file a petition in bankruptcy or seeking a composition of indebtedness under any state or federal bankruptcy or insolvency law; (3) make an assignment for the benefit of its creditors; (4) consent to the appointment of a receiver of the whole or any part of the Airport; or (5) consent to the assumption by any court of competent jurisdiction under the provisions of any other law for the relief or aid of debtors of custody or control of the City or of the whole or any part of the Airport. 9.3 Exception. A default described in Section 9.2(B) shall not constitute an Event of Default if the default cannot practicably be remedied within sixty days after the City receives notice of the default, so long as the City promptly commences reasonable action to remedy the default after the notice is received, and continues reasonable action to remedy the default until the default is remedied. Page 16 - Resolution March 23, 2000 9.4 Remedies. If an Event of Default occurs, any Owner may exercise any remedy available at law or in equity. However, the Bonds shall not be subject to acceleration or mandatory redemption on the occurrence of an Event of Default. 9.5 Books of City Open to Inspection. (A) The City covenants that if an Event of Default has occurred and has not been remedied, the books of record and account of the City and all other records relating to the Airport (except any documents protected by attorney-client privilege) shall at all reasonable times be subject to the inspection and use of any persons holding at least ten percent (10%) of the principal amount of Outstanding Bonds and their respective agents and attorneys. (B) The City covenants that if the Event of Default has occurred and has not been remedied, the City will continue to account, as a trustee of an express trust, for all Net Revenues and other moneys, securities and funds pledged under the Master Resolution. 9.6 Waivers of Event of Default. (A) No delay or omission of any Owner to exercise any right or power arising upon the happening of an Event of Default shall impair any right or power or shall be construed to be a waiver of any such Event of Default or to be an acquiescence therein; and every power and remedy given by this Section 9 to the Owners may be exercised from time to time and as often as may be deemed expedient by the Owners. (B) The Owners of not less than fifty percent (50%) in principal amount of the affected Bonds and are at the time Outstanding, or their attorneys-in-fact duly authorized, may, on behalf of the Owners of all of affected Bonds, waive any past default under this Master Resolution with respect to such Bonds and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any of the Bonds. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 9.7 Remedies Granted in Master Resolution Not Exclusive. No remedy by the terms of the Master Resolution conferred upon or reserved to the Owners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Master Resolution or existing at law or in equity or by statute on or after the date of adoption of the Master Resolution. Section 10. Amendment of Master Resolution 10.1 Amendment without Owner Consent. This Master Resolution may be amended by Supplemental Resolution without the consent of any Owners for anyone or more of the following purposes: (A) To cure any ambiguity or formal defect or omission in this Master Resolution; Page 17 - Resolution March 23, 2000 (B) To add to the covenants and agreements of the City in this Master Resolution, other covenants and agreements to be observed by the City which are not contrary to or inconsistent with this Master Resolution as theretofore in effect; (C) To authorize issuance of Bonds or Subordinate Obligations; (D) To modify, amend or supplement this Master Resolution or any Supplemental Resolution to qualify this Master Resolution under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of any Bonds for sale under the securities laws of any of the states of the United States of America; (E) To confirm, as further assurance, any security interest or pledge created under this Master Resolution or any Supplemental Resolution; (F) To make any change which, in the reasonable judgment of the City, does not materially and adversely affect the rights of the Owners of any Outstanding Bonds or the rights or obligations hereunder of any Credit Facility Provider; (G) So long as a Credit Facility (other than a Reserve Credit Facility) is in full force and effect with respect to the Bonds affected by such Supplemental Resolution, to make any other change which is consented to in writing by the issuer of such Credit Facility other than any change which: (1) would result in a downgrading or withdrawal of the rating then assigned to the affected Bonds by the Rating Agencies; or (2) changes the maturity (except as permitted herein), the Interest Payment Dates, interest rates, redemption and purchase provisions, and provisions regarding notices of redemption and purchase applicable to the affected Bonds or diminishes the security afforded by such Credit Facility; or (3) materially and adversely affects the rights and security afforded to the Owners of any Outstanding Bonds not secured by such Credit Facility. (H) To modify any of the provisions of this Master Resolution or any Supplemental Resolution in any other respect whatever, as long as the modification shall take effect only after all affected Outstanding Bonds cease to be Outstanding. 10.2 Amendment with Owner Consent. This Master Resolution may be amended for any other purpose only upon consent of Owners of not less than fifty-one percent (51 %) in aggregate principal amount of the Bonds outstanding; provided, however, that no amendment shall be valid without the consent of Owners of 100 percent of the aggregate principal amount of the Bonds outstanding which: (A) Extends the maturity of any Bond, reduces the rate of interest upon any Bond, extends the time of payment of interest on any Bond, reduces the amount of principal payable on any Bond, or reduces any premium payable on any Bond, without the consent of the affected Owner; or Page 18 - Resolution March 23, 2000 (B) Reduces the percent of Owners required to approve Supplemental Resolutions. 10.3 Credit Facility Provider as Owner. (A) Except as otherwise expressly provided in this Section 10.3 or a Supplemental Resolution, as long as a Credit Facility (other than a Reserve Credit Facility) securing all or a portion of any Outstanding Bonds is in effect, the issuer of such Credit Facility shall be deemed to be the Owner of the Bonds secured by such Credit Facility at all times for the purpose of the execution and delivery of a Supplemental Resolution or of any amendment, change or modification of this Master Resolution or the initiation by Owners of any action which under this Master Resolution requires the written approval or consent of Owners; and following an Event of Default for all other purposes. (B) The issuer of a Credit Facility shall not be deemed to be an Owner for any amendment, change or modification of this Master Resolution which: (1) Causes a downgrading or withdrawal of the rating then assigned to the affected Bonds by the Rating Agencies; or (2) changes the maturity (except as expressly permitted herein), the Interest Payment Dates, interest rates, redemption and purchase provisions, and provisions regarding notices of redemption and purchase applicable to the affected Bonds or diminishes the security afforded by such Credit Facility; or (3) reduces the percentage or otherwise affects the classes of affected Bonds, the consent of the Owners of which is required to effect any such modification or amendment. (C) No issuer of a Credit Facility given as security for any Bonds shall be entitled to exercise any rights under this Section during any period where: (1) the Credit Agreement or Credit Facility to which such Credit Provider is a party shall not be in full force and effect; (2) such Credit Provider shall have filed a petition or otherwise sought relief under any federal or state bankruptcy or similar law; (3) such Credit Provider shall, for any reason, have failed or refused to honor a proper demand for payment under such Credit Facility; or (4) an order or decree shall have been entered, with the consent or acquiescence of such Credit Provider, appointing a receiver or receivers or the assets of the Credit Provider, or if such order or decree having been entered without the consent or acquiescence of such Credit Provider, shall not have been vacated or discharged or stayed within ninety (90) days after the entry thereof. (D) F or purposes of determining the percentage of Owners consenting to, waiving or otherwise acting with respect to any matter that may arise under this Master Resolution, Page 19 - Resolution March 23, 2000 the Owners of Bonds which pay interest only at maturity, and mature more than one year after they are issued shall be treated as Owners of Bonds in an aggregate principal amount equal to the accreted value of such Bonds as of the date the Registrar sends out notice of requesting consent, waiver or other action as provided herein. Section 11. Defeasance The City may defease and deem all or any portion of the Outstanding Bonds to be paid by: 11.1 Irrevocably depositing cash or noncallable, nonprepayable Direct Obligations in escrow with an independent escrow agent which are calculated to be sufficient for the payment of Bonds which are to be defeased; and, 11.2 Filing with the escrow agent an opinion from a Qualified Consultant to the effect that the money and the principal and interest to be received from the Direct Obligations are calculated to be sufficient, without further reinvestment, to pay the defeased Bonds when due; and, 11.3 Filing with the escrow agent an opinion of nationally recognized bond counsel that the proposed defeasance will not cause interest on the defeased Bonds to be includable in gross income under the Code. If Bonds are defeased under this Section, all obligations of the City with respect to those defeased Bonds shall cease and terminate, except for the obligation of the City, the escrow agent and any registrar to pay the defeased Bonds from the amounts deposited in escrow. Section 12. Book Entry, Redemption and Registration Provisions. Unless otherwise provided in a Supplemental Resolution: 12.1 Book Entry Provisions. The Bonds shall be initially issued in BEO form and shall be governed by this Section 12. While Bonds are in BEO form no physical bonds shall be provided to Owners of Bonds. The City has executed and delivered a blanket Letter of Representations to DTC. While the Bonds are in BEO form, registration and transfer of beneficial interests in the Bonds shall be governed by that letter and the Operational Arrangements ofDTC, as they may be amended from time to time, as provided in the blanket issuer letter of representations. So long as Bonds are in BEO form: (A) DTC shall be treated as the Owner for all purposes, including payment and the giving of notices to Owners of Bonds. Bond payments shall be made, and notices shall be given, to DTC in accordance with the Letter of Representations. Any failure ofDTC to advise any of its participants, or of any participant to notify the beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of Bonds called for redemption or of any other action premised on such notice. (B) The City may discontinue maintaining the Bonds in the BEO form at any time. The City shall discontinue maintaining the Bonds in BEO form if DTC determines not to continue to act as securities depository for the Bonds, or fails to perform satisfactorily as depository, and a satisfactory substitute depository cannot reasonably be found. Page 20 - Resolution March 23, 2000 (C) If the City discontinues maintaining the Bonds in book-entry only form, the City shall cause the Registrar to authenticate and deliver replacement Bonds in fully registered form in authorized denominations in the names of the beneficial Owners or their nominees; thereafter the provisions set forth in 12.3 below, regarding registration, transfer and exchange of Bonds shall apply. (D) While the Bonds are in BEO form, the City and the Registrar shall have no responsibility or obligation to any participant or correspondent ofDTC or to any beneficial Owner on behalf of which such participants or correspondents act as agent for the beneficial Owner with respect to: (1) the accuracy of the records ofDTC, the nominee or any participant or correspondent with respect to any beneficial Owner's interest in the Bonds; (2) the delivery to any participant or correspondent or any other person of any notice with respect to the Bonds, including any notice of prepayment; (3) the selection by DTC of the beneficial interest in Bonds to be redeemed prior to maturity; or (4) the payment to any participant, correspondent, or any other person other than the registered Owner of the Bonds as shown in the registration books maintained by the Registrar, of any amount with respect to principal or interest on the Bonds. (E) The City shall payor cause to be paid all principal and interest on the Bonds only to or upon the order of the Owner, as shown in the registration books maintained by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligation with respect to payment thereof to the extent of the sum or sums so paid. (F) Upon delivery by DTC to the City and to the Owner of written notice to the effect that DTC has determined to substitute a new nominee in place of the nominee, then the word "nominee" in this order shall refer to such new nominee of DTC, and upon receipt of such notice, the City shall promptly deliver a copy thereof to the Registrar. DTC shall tender the Bonds it holds to the Registrar for reregistration. (G) The provisions of this Section 12.1 may be modified without the consent of the beneficial Owners in order to conform this Section to the standard practices ofDTC for Bonds issued in book-entry only form. 12.2 Redemption of Bonds. (A) The Bonds shall be subject to redemption on the terms established by the City Official. The City reserves the right to purchase Bonds in the open market. (B) If any Bonds are subject to mandatory redemption, the City may credit against the mandatory redemption requirement any Bonds of the same maturity which the City has Page 21 - Resolution March 23, 2000 previously purchased or which the City has previously redeemed pursuant to any optional redemption provision. (C) So long as Bonds are in book-entry only form, the Registrar shall notify DTC of any early redemption not less than 30 days prior to the date fixed for redemption unless DTC permits a shorter notice period, and shall provide such information in connection therewith as required by a letter of representation submitted to DTC in connection with the issuance of the Bonds. The City shall notify the Registrar of any intended redemption not less than 45 days prior to the redemption date, unless the Registrar consents to a shorter notice period. (D) During any period in which the Bonds are not in book-entry only form, unless waived by any Owner of the Bonds to be redeemed, official notice of any redemption of Bonds shall be given by the Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail postage prepaid at least 30 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the address shown on the Bond register or at such other address as is furnished in writing by such Owner to the Registrar. The City shall notify the Registrar of any intended redemption not less than 45 days prior to the redemption date, unless the Registrar consents to a shorter notice period. All such official notices of redemption shall be dated and shall state: (1) the redemption date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Registrar. 12.3 Authentication, Registration and Transfer. (A) No Bond shall be entitled to any right or benefit under this Master Resolution unless it shall have been authenticated by an authorized officer of the Registrar. The Registrar shall authenticate all Bonds to be delivered at closing of the Bonds, and shall additionally authenticate all Bonds properly surrendered for exchange or transfer pursuant to this Master Resolution. (B) The Ownership of all Bonds shall be entered in the Bond register maintained by the Registrar, and the City and the Registrar may treat the person listed as Owner in the Bond register as the Owner of the Bond for all purposes. Page 22 - Resolution March 23, 2000 (C) While the Bonds are in book-entry only form, the Registrar shall transfer Bond principal and interest payments in the manner required by DTC. (D) If the Bonds cease to be in book-entry only form, the Registrar shall mail each interest payment on the interest Payment Date (or the next Business Day if the Payment Date is not a Business Day) to the name and address of the Owners as they appear on the Bond register as of the Record Date. Ifpayment is so mailed, neither the City nor the Registrar shall have any further liability to any party for such payment. (E) Bonds may be exchanged for an equal principal amount of Bonds of the same maturity which are in different denominations, and Bonds may be transferred to other Owners if the Owner submits the following to the Registrar: (1) written instructions for exchange or transfer satisfactory to the Registrar, signed by the Owner or attorney in fact and guaranteed or witnessed in a manner satisfactory to the Registrar and (2) the Bonds to be exchanged or transferred. (F) The Registrar shall not be required to exchange or transfer any Bonds submitted to it during any period beginning with a Record Date and ending on the next following Payment Date; however, such Bonds shall be exchanged or transferred promptly following that Payment Date. (G) The Registrar shall note the date of authentication on each Bond. The date of authentication shall be the date on which the Owner's name is listed on the Bond register. (H) For purposes of this Section 12.3, Bonds shall be considered submitted to the Registrar on the date the Registrar actually receives the materials described in Section 12.3(E), above. (I) The City may alter these provisions regarding registration and transfer by mailing notification of the altered provisions to all Owners. The altered provisions shall take effect on the date stated in the notice, which shall not be earlier than 45 days after notice is mailed. Section 13. The Series 2000 Bonds 13.1 Sale Authorized. Pursuant to ORS 288.592 the City Council hereby authorizes the sale and delivery of its Airport Revenue Bonds, Series 2000 in an aggregate principal amount sufficient to refund the Series 1988 Bonds. The Series 2000 Bonds shall be Bonds as defined in this Master Resolution, and shall have the terms established by the City Official pursuant to Section 13.4. 13.2 Limitation on Payment. The Series 2000 Bonds shall be special obligations of the City, and shall be payable solely from the Security. Page 23 - Resolution March 23, 2000 13.3 Bond Form. The Series 2000 Bonds shall be in substantially the form attached as Exhibit B, with such changes as may be approved by an City Official, and shall be signed with the facsimile or manual signature of the City Official. 13.4 Delegation. The City Official may, on behalf of the City and without further action by the Council: (A) Participate in the preparation of, authorize the distribution of, and deem final any disclosure documents for the Series 2000 Bonds; (B) Select one or more underwriters for the Series 2000 Bonds, establish the final principal amounts, maturity schedules, interest rates, sale prices, redemption terms, payment terms and dates, and other terms of the Series 2000 Bonds, and negotiate the terms of, and enter into an agreement with the underwriters which specify the terms under which the underwriters will purchase the Series 2000 Bonds; (C) Enter into additional covenants and agreements for the protection of the Owners of Series 2000 Bonds; (D) Agree to provide continuing disclosure for the Series 2000 Bonds; and (E) Execute any documents and take any other action in connection with the Series 2000 Bonds which the City Official finds will be advantageous to the City. 13.5 Disposition of Series 2000 Bond Proceeds. The Series 2000 Bond proceeds shall be applied as follows: (A) Interest accrued from the date of the Series 2000 Bonds until the date of closing shall be placed in the Airport Debt Service Fund and used to pay interest on the next Interest Payment Date. (B) At closing the City shall deposit an amount in the Bond Reserve Account which is sufficient to make the balance in the Bond Reserve Account equal to the Reserve Requirement. (C) The balance of the Series 2000 Bond proceeds shall be disbursed only to refinance the Series 1988 Bonds, to fund the Bond Reserve Account, and to pay costs of issuing the Series 2000 Bonds. 13.6 Tax-Exempt Status. (A) The City covenants for the benefit of the Owners of the Series 2000 Bonds to comply with all provisions of the Code which are required for interest on the Series 2000 Bonds to be excluded from gross income for federal taxation purposes. In determining what actions are required to comply, the City may rely on an opinion of Bond Counsel. The City makes the following specific covenants with respect to the Code: Page 24 - Resolution March 23, 2000 (1) The City will not take any action or omit any action ifit would cause the Series 2000 Bonds to become "arbitrage bonds" under Section 148 of the Code. (2) The City shall operate the facilities financed with the Series 2000 Bonds so that the Series 2000 Bonds are "qualified bonds" under Section 141 of the Code and "exempt facility bonds" under Section 142 of the Code. (3) The City shall pay, when due, all rebates and penalties with respect to the Series 2000 Bonds which are required by Section 148(f) of the Code. (B) The City Official may enter into additional covenants to protect the tax-exempt status of the Series 2000 Bonds. The covenants contained in this Section 13.6 and any covenants in the closing documents for the Series 2000 Bonds shall constitute contracts with the Owners of the Series 2000 Bonds, and shall be enforceable by them. The foregoing Resolution adopted by the City Council of the City of Eugene, .". Lane County, Oregon on the /1 day of IntVc..t.. 2000. c(tec~er {J rr T Page 25 - Resolution March 23, 2000 Exhibit A Form of Series 2000 Bond No. R- $ City of Eugene Lane County, Oregon Airport Revenue Refunding Bond, Series 2000 Dated Date: I, Interest Rate: _% per annum Maturity Date: CUSIP Number: Registered Owner: -----Cede & Co.----- Principal Amount: Dollars----- THE CITY OF EUGENE, State of Oregon (the "City"), for value received, acknowledges itself indebted and hereby promises to pay to the Registered Owner hereof, or registered assigns, but solely from the sources indicated below, the Principal Amount on the Maturity Date together with interest thereon from the date hereof at the rate per annum indicated above, Interest is payable semiannually on the first days of and in each year until maturity or prior redemption, commencing 1, _' Principal and interest payments shall be received by Cede & Co., as nominee of The Depository Trust Company, or its registered assigns, on each payment date. Such payments shall be made payable to the order of "Cede & Co." Interest shall be computed on the basis of a 360-day year of twelve 30-day months, Interest is payable semiannually on the first day of _ and the first day of _ in each year until maturity or prior redemption, commencing _' This Series 2000 Bond is not a general obligation or liability of the City, and is payable solely from the Net Revenues of the Airport and other amounts pledged to pay the Bonds as provided in Resolution No, _ of the City adopted _,2000 (the "Master Resolution"). The City covenants and agrees with the Owner of this Series 2000 Bond that it will keep and perform all of the covenants in the Series 2000 Bond and in the Master Resolution. Any transfer of this Series 2000 Bond must be registered, as provided in the Master Resolution, upon the Series 2000 Bond register kept for that purpose by the Registrar. Upon registration, a new registered Series 2000 Bond or Series 2000 Bonds, of the same series and maturity and in the same aggregate principal amount, shall be issued to the transferee as provided in the Master Resolution, The Registrar and the City may treat the person in whose name this Series 2000 Bond is registered as its absolute Owner for all purposes, as provided in the Master Resolution, The Series 2000 Owner may exchange or transfer this Series 2000 Bond only by surrendering it, together with a written instrument of exchange or transfer which is satisfactory to the Registrar and duly executed by the registered Owner or their duly authorized attorney, at the principal corporate trust office of the Registrar in the manner and subject to the conditions set forth in the Series 2000 Bond Master Resolution. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co, or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co" ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered Owner hereof, Cede & Co., has an interest herein. This Series 2000 Bond is subject to redemption [insert redemption provisions] This Series 2000 Bond is issued to refund the City's Airport Revenue Bonds, Series 1988. This Series 2000 Bond is issued under and pursuant to the Resolution and in full and strict accordance and compliance with all of the provisions of the Constitution and Statutes of the State of Oregon. The provisions of the Master Resolution are hereby incorporated into this Series 2000 Bond by this reference, Page 1 - Exhibit A March 23, 2000 IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions, acts, and things required to exist, to happen, and to be performed precedent to and in the issuance of this Series 2000 Bond have existed, have happened, and have been performed in due time, form, and manner as required by the Constitution and Statutes of the State of Oregon; that the issue of which this Series 2000 Bond is a part, and all other obligations of such City, are within every debt limitation and other limits prescribed by such Constitution and Statutes. IN WITNESS WHEREOF, the City Council of the City of Eugene, Oregon, has caused this Series 2000 Bond to be signed by facsimile signature of its City Official as of the date indicated above. City of Eugene, Lane County Oregon City Official THIS SERIES 2000 BOND SHALL NOT BE VALID UNLESS PROPERLY AUTHENTICATED BY THE REGISTRAR IN THE SPACE INDICATED BELOW, Dated: This Series 2000 Bond is one of a series of $ aggregate principal amount of Airport Revenue Bonds, Series 2000, of the City which is issued pursuant to the Master Resolution described herein, <<Paying Agent>>, as Registrar Authorized Officer Page 2 - Exhibit A March 23, 2000 Assignment FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto: (Please insert social security or other identifying number of assignee) this Series 2000 Bond and does hereby irrevocably constitute and appoint as attorney to transfer this Series 2000 Bond on the books kept for registration thereof with the full power of substitution in the premises, Dated: NOTICE: The signature to this assignment must correspond with the name of the registered Owner as it appears upon the face of this Series 2000 Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed (Bank, Trust Company or Brokerage Firm) Authorized Officer The following abbreviations, when used in the inscription on the face of this Series 2000 Bond, shall be construed as though they were written out in full according to applicable laws or regulations, TEN COM -- tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common OREGON CUSTODIANS use the following: CUST UL OREG MIN as custodian for (name of minor) OR UNIF TRANS MIN ACT under the Oregon Uniform Transfer to Minors Act Additional abbreviations may also be used though not in the list above, Page 3 - Exhibit A March 23, 2000